UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.
)
Filed by Registrant ☑
Filed by a Party other than the Registrant
☐
Check the appropriate box:
|
☐
|
Preliminary Proxy Statement
|
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
☑
|
Definitive Proxy Statement
|
|
☐
|
Definitive Additional Materials
|
|
☐
|
Soliciting Material under § 240.14a-12
|
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):
|
☑
|
No fee required
|
|
☐
|
Fee paid previously with preliminary materials
|
|
☐
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
|
Arlo Technologies, Inc.
2200 Faraday Ave., Suite #150
Carlsbad, California 92008
April 26, 2024
Dear Stockholders:
We are pleased to invite you to participate in our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on Friday June 21, 2024 at 9:30 a.m., Pacific Time. You can participate in and vote at our Annual Meeting by visiting http://www.virtualshareholdermeeting.com/ARLO2024 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), voting instruction form, or proxy card.
Further details regarding participation in the Annual Meeting and the business to be conducted are described in the Notice you received in the mail and in this proxy statement. We have also made available a copy of our 2023 Annual Report to Stockholders (the “Annual Report”) with this proxy statement. We encourage you to read our Annual Report. It includes our audited consolidated financial statements and provides information about our business.
We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information, and believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting. If you want more information, please see the Questions and Answers section of this proxy statement.
Your vote is important. Whether or not you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.
Thank you for your ongoing support of, and continued interest in, Arlo.
Sincerely,
|
/s/ Matthew McRae
|
| |
|
|
Matthew McRae
|
| |
|
|
Chief Executive Officer and Director
|
| |
|
Carlsbad, California
April 26, 2024
|
|
|
|
|
|
|
|
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
|
|
|
|
|
|
|
|
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.
|
By Order of the Board of Directors,
|
/s/ Ralph E. Faison
|
| |
|
|
Ralph E. Faison
|
| |
|
|
Chairman of the Board of Directors
|
| |
|
Carlsbad, California
April 26, 2024
You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting online, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote if you attend the meeting online. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
PROXY STATEMENTS
TABLE OF CONTENTS
| | | | ||
| |
BUSINESS OVERVIEW
|
| |
|
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| |
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
| |
|
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| |
DIRECTOR AND EXECUTIVE COMPENSATION
|
| |
|
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| |
AUDIT MATTERS
|
| |
|
| | | | ||
| | | | ||
| |
PROPOSALS TO BE VOTED
|
| |
|
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| |
QUESTIONS AND ANSWERS
|
| |
|
| | | |
|
|
|
|
|
|
|
|
|
|
PROXY SUMMARY
|
|
|
|
|
|
|
|
| |
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.
|
| |||
Ways to Vote
| |
|
| |
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.
|
|
Voting Matters and Vote Recommendations
| |
Proposal
|
| |
Page
|
| |
Board Recommends
|
| |
Rationale
|
| |||
| |
1.
|
| |
Election of Directors
|
| |
56
|
| |
FOR
|
| |
To elect the two director nominees named in the proxy statement, each to serve for a three-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification.
|
|
| |
2.
|
| |
Ratification of Appointment of Independent Registered Public Accounting Firm
|
| | | |
FOR
|
| |
To ratify the appointment of Deloitte Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
|
| |
| |
3.
|
| |
Advisory Vote on Executive Compensation
|
| | | |
FOR
|
| |
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement.
|
| |
| |
4
|
| |
Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation
|
| | | |
FOR EVERY YEAR
|
| |
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 in the proxy statement.
|
| |
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
1
|
|
|
|
|
|
|
|
|
BUSINESS OVERVIEW
|
|
|
|
|
|
|
Arlo is transforming the ways in which people can protect everything that matters to them with advanced home, business, and personal security services that combine a globally scaled cloud platform, advanced monitoring and analytics capabilities, and award-winning app-controlled devices to create a customized security ecosystem. Arlo’s deep expertise in cloud services, cutting-edge AI and computer vision analytics, wireless connectivity and intuitive user experience design delivers seamless, smart home security for Arlo users that is easy to set up and engage with every day. Our highly secure, cloud-based platform provides users with visibility, insight and a powerful means to help protect and connect in real-time with the people and things that matter most, from any location with a Wi-Fi or a cellular connection – all rooted in a commitment to safeguard privacy for our users and their personal data.
| |
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.
|
|
|
2
|
| |
|
|
|
BUSINESS OVERVIEW
|
|
Our globally-scaled, highly secure cloud-based platform manages more than 270 million videos recorded per day, across 31 million devices worldwide in order to provide users real-time visibility, personalized insights and direct access to emergency services for total peace of mind at home, at work or on-the-go.
Our total addressable market consists of individuals and business owners who use app-based services to protect people and property. In the residential market, Arlo has consistently delivered award-winning solutions for homeowners, renters, vacation property owners, and other property managers to watch over their premise with app-based self-monitoring services, powered by AI- and CV-based analytics, or professionally monitored services that provide 24/7 expert protection. Beyond the home, we have seen adoption of our cellular enabled (LTE) services products in a variety of use cases outside of Wi-Fi networks, such as neighborhood watch, construction site monitoring, wildlife and outdoor trail surveillance and public event monitoring. We believe the small business, government and direct home monitoring channels provide growth areas for us in addition to our retail and e-commerce presence. Our Software as a Service (“SaaS”) solution includes Arlo Secure, a subscription plan that provides time-critical AI- and CV-based analytics, direct access to emergency services, and professional monitoring services; Arlo Safe, a personal safety app for on-the-go protection, including family tracking, direct emergency response, and automatic crash detection, and Arlo SmartCloud, a solution that delivers highly efficient and secure enterprise cloud services at scale. We believe we are well positioned to extend our current reach to the growing markets that deliver security solutions both within and beyond the home as we continue to launch new products and services on our connected smart security platform.
| |
|
| |
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.
|
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
3
|
|
|
Over the past several years, we have been focused on growing our subscription-based business through expanded data and application-driven solutions offerings. This transition has been guided by our desire to enhance the customer experience and maximize the value proposition that we provide our customers. By transforming our business model and solutions portfolio to focus on data-driven insights and the application experience, we offer customers the value and convenience of a consolidated full stack solution, while providing stockholders with the confidence that accompanies an increasingly recurring and predictable revenue model. We believe the industry is just beginning the mass-market phase which provides a large runway for growth by efficiently executing on the delivery of smart-security solutions to homes and businesses.
We are driven to enhance our employee experience. We believe that in a customer centric organization such as Arlo, the employee experience and the customer experience are directly correlated. We know that great teams make great products, so we nurture our talent through carefully crafted processes that drive culture and purpose at Arlo. We have architected a value proposition for our employees that leads to greater employee engagement. We strive to build a talent rich organization based on key connect and protect principles that enable our employees to deliver business results. These principles together formulate our culture code and include tenets such as, to continually connect:
|
•
|
to our vision and mission.
|
|
•
|
in an inclusive and flexible workplace.
|
|
•
|
with the right development opportunities.
|
|
•
|
on group success and individual performance.
|
We believe that talent is a driver of competitive advantage for Arlo. Our talent strategy is our method of linking leadership, talent, and performance to sustain our development and success. Our leadership is fully invested into our talent strategy which provides every employee with a thriving inclusive experience and career, which is further underpinned by five key principles.
| |
1. Performance:
|
| |
2. Behaviors:
|
| |
3. Differentiation:
|
| |
4. Transparency:
|
| |
5. Accountability:
|
|
| |
We believe in strong sustained performance from all employees. We hold those in senior roles to a higher performance standard.
|
| |
An individual’s behaviors meaningfully influence how they are compensated and their progression at Arlo.
|
| |
Those at highest level of performance will receive significantly higher rewards than those with average performance.
|
| |
We share information with employees about talent processes and the talent decisions that personally affect them.
|
| |
Managers are accountable to build the quality and depth of their teams improving Arlo’s capacity to win.
|
|
As we continue to develop the Arlo workforce for the future, we translate these pillars into our performance management and reward strategies. We aim to have the right people in the right roles at the right time to drive our business outcomes, ensuring top diverse talent for our critical roles. We strive to attract and retain exceptionally talented, diverse, and ethical employees, and we are proud of the culture that we have built.
As we continue to shape our desired experience in line with the promised employee value proposition and desired culture to drive engagement and high performance, our talented employees, located throughout the United States, Canada, Australia, Taiwan, India, and Ireland, communicate, connect, and work together to deliver a world-class end-to-end smart security solution. We believe that we maintain a great working relationship with our employees, as evidenced by our regular employee engagement surveys, and we have not experienced any material labor disputes. As of December 31, 2023, we had a total of 363 full-time employees, of which 64% were based in the United States and 36% were based in other global regions.
Diversity, Equity and Inclusion
Diversity, Equity and inclusion (“DEI”) are deeply embedded into our culture. There are initiatives and interventions integrated into every aspect of our talent strategy. We plan to increase our organization’s diversity by ensuring attention to DEI in the employee lifecycle, from attraction to recruitment, selection, promotion, and development. We share our DEI goals and plans with our employees and are transparent in our sharing of progress and challenges.
|
4
|
| |
|
|
|
BUSINESS OVERVIEW
|
|
We not only value diversity but integrate it into our business, to make our business better and a true reflection of the customers and the markets that we serve. We provide work flexibility as appropriate, and we make well-being support available to employees to manage any stressors that may come their way.
Arlo is proud to be an equal opportunity workplace. We always strive to treat all employees and job applicants based on merit, qualifications, personality, and talent, and to draw from a diverse candidate pool as we recruit new talent across all levels. We deeply connect people from all backgrounds and beliefs and strive for a truly inclusive and collaborative working environment.
We have taken action alongside a group of more than 2,500 businesses in a collective commitment to make progress towards advancing diversity and inclusion in our workplace, communities, and country. We value diversity and integrate it into our business by striving to ensure that our company is representative of the customers we serve and that inclusion is at the core of our workplace culture. Our Senior Vice President of Human Resources is an active member of the 30 percent club, a business campaign to boost female representation at Board and C-Suite level in the World’s biggest companies. Our Chief Executive Officer has signed the CEO Action for Diversity Inclusion pledge, the largest CEO-driven business commitment to advance diversity and inclusion within the workplace in order to underscore our commitment. By making the pledge, we go beyond accepting diversity and are committed to the following actions:
|
•
|
Continue to cultivate our workplace to support open dialogue on complex, and sometimes difficult, conversations about diversity and inclusion.
|
|
•
|
Make unconscious bias education available to everyone.
|
|
•
|
Create and share strategic inclusion and diversity plans with our board of directors as a way to prioritize diversity and inclusion and to drive accountability in our organization.
|
For the fourth year running, we are partnering with the GEM Consortium (“GEM”). GEM connects highly qualified students from underrepresented groups to STEM graduate programs with much-needed financial support that is often the deciding factor in pursuing graduate education. We have welcomed several GEM interns at Arlo, where they have contributed to and learned from our core stem functions such as data engineering, security, product management, and software and hardware engineering.
We host several events and days of observance with guests and internal speakers at Arlo. Each year, for example, we hold a “Month of Understanding” with speakers on key diversity and inclusion topics. These events provide a platform for dialogue and an opportunity for every employee to learn, discuss, and appreciate differences between colleagues as we grow to drive greater inclusion at Arlo and truly reflect the customers we serve. We invite employees to share with us, the ways in which the observances of culture, heritage, race, faith, belief, and other associations that are listed on our calendar of initiatives are meaningful to them, their families, or communities. In 2023, the following are some of the observances we recognized at Arlo: AAPI Heritage Month, Latino Heritage Month, Pride, International Women’s Day, Earth Hour, International Day of Persons with Disabilities, Yom Kippur, Lunar New Year, Black History Month, Ramadan, World Day of Social Justice, Mental Health Awareness, International Men’s Day, Diwali, Thanksgiving, and Christmas. In 2024 we added Dr Martin Luther King Day to our list of annual paid holidays.
We continually strive to be a deeply inclusive employer with diversity reflected in our teams. We encourage employees to truly be themselves and thrive in an environment where their voices matter, differences are understood and valued, and where they are supported to express their unique ideas openly. We aim to foster a highly engaged and energized workplace, where everyone is treated with dignity and respect and is excited to achieve more.
In addition to incorporating Inclusion into our performance review process, we are also diversifying interview teams by adding a greater number of employees into the decision-making process. Training on bridging diversity gaps has also been provided to employees to further drive an inclusive culture and build upon employee engagement.
Arlo’s allies and employee resource groups play a vital role in fostering DEI. The groups are led by employees and supported with executive sponsors. They serve as a safe place for groups to discuss and share on topics that are important to group members with shared experiences. They enhance employee engagement by providing platforms for connection and support and offer professional development through training and external speakers.
Compensation and Benefits
We believe that compensation should be competitive and equitable and should enable employees to share in our success while motivating them to achieve the right goals for our customers and stakeholders. We are committed to ensuring that our employees’ hard work and performance will be rewarded appropriately and linked to both group and personal success. We work hard to ensure the connection between our wins and those of our employees. We recognize our people are most likely to thrive when they
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
5
|
|
|
have the resources to meet their needs and the time and support to succeed in their professional and personal lives. In support of this, we offer a wide variety of benefits for employees around the world and invest in tools and resources that are designed to support our employees’ individual growth and development.
Health and Safety
We are committed to protecting our team members everywhere we operate. We identify potential workplace risks in order to develop measures to mitigate possible hazards. We support employees with general safety, security and crisis management training, and by putting specific programs in place for those working in potentially high-hazard environments. Additionally, we work to protect the safety and security of our team members, visitors and customers through our global security team.
Employee Engagement
We believe that open and honest communication among team members, managers and leaders helps create a collaborative work environment where everyone can contribute, grow and succeed. Team members are encouraged to approach their managers with questions, feedback or concerns, and we conduct regular surveys that gauge employee sentiment in areas like career development, manager performance and inclusivity.
Arlo has an internal employee engagement platform we call ‘Arlo Connect’. This is an employee experience platform that simplifies internal communication and drives engagement.
We have seen significant improvements in our Employee Net Promoter score over the last number of years as we listen to our employees and make incremental improvements that align their contributions with the needs of our customers.
Arlo has been a finalist for a considerable number of prestigious awards which broadly cover the talent agenda, including Diversity Equity and Inclusion and Leadership Development.
|
6
|
| |
|
|
|
BUSINESS OVERVIEW
|
|
We believe responsible and sustainable business practices support our long-term success. As a company, we are deeply committed to protecting and supporting our people, our environment, and our communities. We continually seek to improve and enhance our governance programs. This year, we are pleased to share with our stockholders an update on our Environmental, Social and Governance (“ESG”) efforts. While these practices help keep our communities and our environment vibrant and healthy, they also lead us to more efficient, resilient, and profitable business operations and help us to assist our customers in meeting their ESG targets. We believe that being an industry leader is not just about having talented employees or innovative products, but it is also about doing business the right way, every day. That is why our commitment to sound Corporate Social Responsibility (“CSR”), is deeply rooted in all aspects of our business.
| |
|
| |
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 adoption of environmental, social and governance (“ESG”) practices is based on several principles that help position our business for long-term, sustainable success. We believe a holistic ESG approach creates competitive advantages over business rivals as more partners, suppliers, and customers look to build relationships with companies that boast sustainable and adaptable business operations. Another strategic reason for incorporating ESG principles in our business practices is to gain greater exposure to ESG and sustainability focused investors which would otherwise not be able to invest in our company. Finally, in a recurring revenue business, customer loyalty is directly correlated with long-term value and companies that adopt ESG principles have experienced increased customer loyalty.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
7
|
|
|
Environmental
We are committed to providing customers with high quality products, and to conducting operations in a socially responsible, ethical, and sustainable manner to protect the environment and promoting compliance with all relevant regulations, customer specifications, and environmental legislation. This commitment continues to be a driving force at our company, and a principle that is deeply ingrained in our values.
As we continue to further implement our ESG and Sustainability program, we have experienced an improvement in our management of our environmental practices. Our environmental programs have received low-risk ratings from ESG rating agencies as a part of our continued efforts to integrate ESG into our business. We strive for continuous improvement in reducing our carbon footprint. Additionally, our collaboration with the various stockholders including ESG rating agencies has enabled us to expand the scope of analysis in our annual ESG reporting to our external stakeholders.
Social
We believe in fostering a culture of fairness and inclusion both within our company and throughout our supplier network. We prioritize open communication and collaboration with our employees and partners to address any concerns related to recruitment, working hours, compensation, discrimination, and the freedom to associate. By working closely together, we strive to create a welcoming and respectful work environment, both within our organization and beyond, which promotes equal, humane treatment within our company as well as at our suppliers. We host regular town-hall meetings with our employees, and our CEO hosts ‘fireside chats’ where employees are encouraged to ask questions and seek input. We work with our employees and partners closely to resolve any issues with respect to recruitment, working hours, compensation, discrimination, and freedom of association, hence ensuring a respectable working environment internally and externally.
We believe we can play a crucial role in driving positive social change in our commitment to humane treatment of employees globally. We have continued to administer our Conflict Mineral Program. All of our employees and our ODMs are expected to follow the requirements of the Conflict Minerals Program, improve employee practices and maintain tight control over supply chain relationships to ensure compliance in accordance with the Organization for Economic Co-operation and Development (“OECD”).
In addition, we have a zero-tolerance policy for both forced labor and human trafficking. In an effort to support the California Transparency in Supply Chains Act of 2010 (SB657), and to confront slavery, we have committed to assess risks related to our supply chain and our direct commercial suppliers and evaluate suppliers’ compliance with the Arlo Technologies Supplier Code of Conduct via periodic audits.
We are committed to fostering a diverse and inclusive workplace by implementing policies and programs that promote diversity in hiring, provide equal opportunities for career advancement, and create a supportive environment for underrepresented groups. Our commitment to inclusion and diversity has resulted in a significant increase in the total number of women in our workforce, a sizable uptick in the number of Women in Tech, and a meaningful rise in the number of women in leadership roles. We continue to seek opportunities to ensure we are bringing in diverse viewpoints to the conversation, because we believe those efforts support a long-term and sustainable track record of operational success. We prioritize the well-being of employees by offering comprehensive benefits, promoting work-life balance, providing mental health support, and fostering a culture that values employee health and professional development.
We believe another measure of success is having a positive impact on community stakeholders. Our leadership team and employees have made the commitment to work closely with local charities in their communities to support philanthropic initiatives such as fundraising for humanitarian crises and including an area of focus on working with young people with autism and other learning difficulties. Charitable giving, fundraising, and volunteering are core parts of our community outreach, and we expect to continue those efforts as we go forward. Another action we have undertaken in community empowerment is supporting minority businesses and local suppliers. We commit to supporting marginalized communities, including racial and ethnic minorities, LGBTQ+ individuals, refugees and immigrants, by advocating for their rights, providing resources and support, and amplifying their voices.
Governance and Compliance
We are committed to providing customers with high quality products that are in compliance with laws, directives, standards and industry regulations. Our products go through rigorous testing and certification processes to achieve regulatory compliance.
Ethics is one of the key elements in our Corporate Social Responsibility (“CSR”) Program. Our Code of Ethics serves as a foundation of our corporate governance policy and provides guidance on standard business conduct for all of our employees and partners.
|
8
|
| |
|
|
|
BUSINESS OVERVIEW
|
|
Transparency and accountability are core components of our business, and we demonstrate transparency and accountability in corporate governance, decision-making processes, and reporting practices, including regular disclosure of social and environmental impact metrics and engagement with stakeholders.
All of our employees are required to take and pass yearly training courses on Anti-Bribery and Anti-Corruption to ensure they understand the importance of following local laws and regulations with respect to those topics.
In addition, we and our Manufacturing Partners are committed to meeting ISO standards and maintaining ISO 9001 and/or ISO 14001 certifications. We also perform an annual CSR audit as well as anti-corruption audits of our ODM partners.
We commit to ethical practices in the development and deployment of technology, including responsible data handling and protection of user privacy.
Without an effective and efficient management system, we would not be able to optimize the value of the Corporate Social Responsibility Program and fulfill our responsibility as a loyal global citizen. Our program includes review of management systems in the areas of Ethics, Labor and Environment, and Health and Safety to help establish an organized framework for identifying, evaluating, and remediating issues as they arise.
Our Nominating and Corporate Governance Committee provides general oversight of significant ESG practices and initiatives, while our Compensation and Human Capital Committee provides oversight of human capital matters, including diversity, equity and inclusion, and our Cybersecurity and Privacy Committee provides oversight of data privacy matters.
Information regarding our ESG activities in 2023 is highlighted as follows:
| |
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 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.
|
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
9
|
|
|
|
|
|
|
|
|
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
|
|
|
|
|
Our Board reflects diverse perspectives, skills, experiences, and backgrounds, that represent the interests of our stakeholders. Our Board members have a broad range of experience in industries such as technology, telecommunications, network security, and finance. Four of our Board members currently have, or have had, experience serving on the boards of directors of other public companies. In addition, three members of our Board are women and two members of our Board self-identify as being from an underrepresented community.
The following discusses key skills, attributes, and experiences of the Arlo Board.
| |
|
| |
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.
|
|
|
10
|
| |
|
|
|
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
The following table provides summary information about our Board, including membership and meeting information for fiscal year 2023 for each of the committees of the Board that existed in fiscal year 2023.
| | | | | | | | | | | |
Committee Memberships
|
| |||||||||||||||||
| |
Name
|
| |
Age
|
| |
Director
Since
|
| |
Independent
|
| |
Other
Public
Board
|
| |
Audit
|
| |
Compensation
and Human
Capital
|
| |
Nominating
and
Corporate
Governance
|
| |
Cybersecurity
and Privacy
|
| |
Strategic
and Capital
Allocation
(1)
|
|
| |
Ralph E. Faison
|
| |
65
|
| |
2018
|
| |
Yes
|
| |
X
|
| | | |
X
|
| |
Chair
|
| |
X
|
| |
Chair
|
| |
| |
Matthew McRae
|
| |
50
|
| |
2018
|
| |
No
|
| | | | | | | | | | | | | ||||||
| |
Prashant (Sean) Aggarwal
|
| |
58
|
| |
2018
|
| |
Yes
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| | | | | ||
| |
Grady K. Summers
|
| |
47
|
| |
2018
|
| |
Yes
|
| | | | | |
X
|
| | | |
Chair
|
| | | ||||
| |
Jocelyn E. Carter-Miller
|
| |
66
|
| |
2018
|
| |
Yes
|
| |
X
|
| |
X
|
| |
Chair
|
| | | | | |
X
|
| ||
| |
Catriona Fallon
|
| |
53
|
| |
2022
|
| |
Yes
|
| |
X
|
| |
Chair
|
| | | | | |
X
|
| | | |||
| |
Amy Rothstein
|
| |
49
|
| |
2019
|
| |
Yes
|
| | | |
X
|
| | | |
X
|
| |
X
|
| |
X
|
| ||
| |
Total meetings in 2023
|
| | | | | | | | | |
8
|
| |
5
|
| |
4
|
| |
4
|
| |
1
|
| ||||
|
(1)
|
The Board approved a name change of this committee from the ‘Strategic Committee’ to the ‘Strategic and Capital Allocation Committee’ in February 2024.
|
Each of our executive officers serves at the discretion of the Board. The determination as to which of our employees qualify as executive officers was made by the Board in accordance with the rules of the SEC. Biographical information for our executive officers as of the date of this Proxy Statement is set forth below. The following table identifies our current executive officers, their age, and their respective offices and positions.
| |
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
|
|
Matthew McRae
. Matthew McRae has served as our Chief Executive Officer since February 2018 and as a member of our Board since August 2018. For additional information regarding Mr. McRae’s industry experience and education, see below under “Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting.”
Kurtis Binder
. Kurtis Binder joined Arlo in September 2022 as our Chief Financial Officer. From July 2017 to September 2022 Mr. Binder was Executive Vice President and Chief Financial Officer of CalAmp Corp., a provider of telematics devices and software services within the transportation and logistics industry. Prior to his time at CalAmp, Mr. Binder spent more than seven years as the Chief Financial Officer at VIZIO, Inc., a U.S. television and consumer electronics company. Before VIZIO, Mr. Binder was the Chief Accounting Officer for Applied Medical Resources, Inc. and was also an Assurance and Advisory Business Services Partner at Ernst Young LLP from 1997 to 2009. Mr. Binder has both his BBA and MBA in Accounting/Finance from Loyola University Maryland.
Brian Busse.
Brian Busse has served as our General Counsel and Corporate Secretary since July 2018. Previously, Mr. Busse was NETGEAR’s Vice President Intellectual Property Litigation where he was responsible for overseeing worldwide litigation, intellectual property, privacy and licensing matters. Before joining NETGEAR in September 2009, Mr. Busse served as Counsel in the Intellectual Property Litigation Department of O’Melveny Myers LLP in Menlo Park, California beginning in December 2008 where he represented public and private technology companies in a wide range of intellectual property litigation matters, including all aspects of patent litigation, including trial, discovery, motion practice, and claim construction. Mr. Busse began practicing law with the New York firm of Skadden, Arps, Slate, Meagher Flom LLP, advising clients on various areas of litigation. Mr. Busse holds a J.D. from The University of Texas at Austin School of Law, an M.S. and Ph.D. in Physics from Oregon State University, and a B.S. in Physics from Virginia Tech. Mr. Busse is admitted to practice law in California and New York.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
11
|
|
|
The Board adopted corporate governance guidelines to assure that it will have the necessary authority and practices in place to review and evaluate the business operations as needed and to make decisions that are independent of the management. The corporate governance guidelines are also intended to align the interests of directors and management with those of the stockholders. The corporate governance guidelines set forth the practices the Board intends to follow with respect to board composition and selection including diversity, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The corporate governance guidelines include a Majority Voting in Uncontested Elections Policy pursuant to which any nominee for director is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee if such nominee for director (in an uncontested election) receives a greater number of “Withhold” votes than votes “For” such election. In such case, the Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating and Corporate Governance Committee’s recommendation. Promptly following the Board’s decision, we would disclose that decision and an explanation of such decision in a filing with the SEC or a press release.
The corporate governance guidelines, as well as the charters for each committee of the Board, may be viewed on the “Investor Relations” section of the website at www.arlo.com. The information on the website is not incorporated by reference into this Proxy Statement or our Annual Report.
As required under the New York Stock Exchange (“NYSE”) listing standards, a majority of the members of a listed board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Our Board consults with our legal counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of NYSE, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her or their family members, and the senior management and independent auditors, the Board has affirmatively determined that the following six directors are independent directors under the applicable rules of the NYSE: Messrs. Faison, Aggarwal and Summers and Mses. Carter-Miller, Fallon and Rothstein. In making this determination, the Board found that none of our directors had a material or other disqualifying relationship with the Company. Mr. McRae is not considered independent because he is an executive officer of the Company.
The Nominating and Corporate Governance Committee manages an annual evaluation of the performance of the full Board and its Committees and reports on such evaluation to the Board. It is also responsible for establishing the evaluation criteria and implementing the process for such evaluation. The evaluation includes an assessment of each Committee’s compliance with the principles set forth in their respective charter, as well as recommendations for improving the Board’s and each Committee’s effectiveness in serving the best interests of Arlo and its stockholders, specific areas in which the Board and management believe that the performance of the Board and its Committees could be improved, and overall Board composition and makeup.
The Nominating and Corporate Governance Committee also oversees continuing education for directors. We sponsor, or make available, a number of educational programs including, but not limited to, accredited directors’ programs, Board education seminars, technical summits and product reviews. Board members meet the continuing education requirements of any applicable regulatory agencies.
One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. The Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Nominating and Corporate
|
12
|
| |
|
|
|
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, and also reviews and reports to the Board on ESG matters expected to have a significant impact on the Company’s performance, business, and reputation. The Compensation and Human Capital Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Cybersecurity and Privacy Committee has the responsibility to oversee risks related to our information technology systems and processes, including privacy, network security and data security. The Strategic and Capital Allocation Committee reviews management’s strategic priorities and independently assesses market conditions and opportunities.
Typically, the applicable Board committees meet at least annually with the employees responsible for risk management in the committees’ respective areas of oversight. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible.
The Board met four times (including regularly scheduled and special meetings) and acted by unanimous written consent four times during 2023. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served in 2023 during the period in which he or she or they served on our Board or the respective committees of our Board.
In fiscal year 2023, our independent directors met three times in an executive session at which Mr. Faison presided and only independent directors were present.
Stockholder engagement is an important dimension of effective corporate governance. Information exchange is critical to our success, and we meet with our stockholders frequently to discuss critical topics including business strategy, financial and operational performance, and our corporate governance philosophy. Stockholder engagement is not unilateral; we use those interactions with our investors to gather feedback on our performance, company perception, and additional opportunities to enhance stakeholder value. As a part of our outreach efforts, we continue to engage with stockholders several times throughout the year through various mediums including investor conferences, non-deal roadshows, analyst days, and industry events. Through these channels in 2023, we were able to capture feedback around varying areas of interest for investors including strategic partnerships, market valuation and capital allocation programs. We incorporated ideas from these discussions in our strategic Investor Relation plan and will continue to do so as we work with the Board to finalize our capital allocation program.
In addition, we host quarterly conference calls with the investment community to discuss our financial and operational results. This includes immediate follow-up discussions subsequent to the earnings call with all of the institutional analysts who cover our stock and five or six of our top stockholders. All of the published analyst reports and feedback from our top shareholders are shared with our Board and executive team to share additional insight on how the company is viewed.
We also engage with passive investors who are interested in maintaining an active dialogue. Some of these investors give direct feedback on business practices including compensation strategy, corporate governance, and our impact on the community including environmental and social issues. This regular engagement facilitates a better discussion and understanding of the stockholders’ priorities, perspectives, and challenges which helps position us to successfully deliver on our initiatives, programs, and goals. This continuous feedback loop provides information and insights that we can evaluate and share with our Board if necessary as we continue to progress our business practices and design effective disclosures.
The Board has adopted an Insider Trading Compliance Program that prohibits the executive officers, all other employees and non-employee directors as well as their family members from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to Arlo stock. In addition, this prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding securities or pledging securities as collateral for loans or otherwise. We have appointed Brian Busse, the General Counsel and Corporate Secretary, as the Insider Trading Compliance Officer. In such capacity, Mr. Busse is generally responsible for the administration of our Insider Trading Compliance Program.
The Insider Trading Compliance Program may be viewed on the “Investor Relations” section of the website at www.arlo.com. The information on the website is not incorporated by reference into this Proxy Statement or our Annual Report.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
13
|
|
|
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from certain reporting persons that no other reports were required, during the fiscal year ended December 31, 2023, other than a Form 4 covering one transaction for Mr. McRae that was filed late on July 12, 2023 and a Form 4 covering one transaction for Mr. Binder that was filed late on October 3, 2023, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.
From time to time, we enter into transactions with entities in which the amounts involved exceeded or will exceed $120,000, and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.
Employment Arrangements
We currently have written employment letters with our executive officers. For information about our employment agreements with our named executive officers, refer to “Executive Compensation - Agreements with our Named Executive Officers.”
Equity Awards Granted to Executive Officers and Directors
We have granted stock options and RSUs (including performance-based RSUs) to our executive officers and options and RSUs to directors. For information about the equity awards granted to our named executive officers and our directors, refer to “Executive Compensation—Outstanding Equity Awards at Fiscal Year-End” and “Executive Compensation—Non-Employee Director Compensation.”
Indemnification Agreements
We have entered, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amended and restated certificate of incorporation and amended and restated bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request. We believe that these provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Policies and Procedures for Related Person Transactions
We have a general policy that all material transactions with a related party, as well as all material transactions in which there is an actual, or in some cases, perceived, conflict of interest, will be subject to prior review and approval by our Audit Committee and its independent members, who will determine whether such transactions or proposals are fair and reasonable to us and our stockholders. In general, potential related-party transactions will be identified by our management and discussed with our Audit Committee at its meetings. Detailed proposals, including, where applicable, financial and legal analyses, alternatives and management recommendations, will be provided to our Audit Committee with respect to each issue under consideration, and decisions will be made by our Audit Committee with respect to the foregoing related-party transactions after opportunity for discussion and review of materials. When applicable, our Audit Committee will request further information and, from time to time, will request guidance or confirmation from internal or external counsel or auditors.
|
14
|
| |
|
|
|
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
The Board has adopted a code of business conduct and ethics (“Code of Ethics”) which applies to all of our directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics is available upon written request to the General Counsel and is located on the “Investor Relations” section of the website at www.arlo.com. If we amend or grant any waiver from a provision of the Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on its website and as required by applicable law. The information on our website is not incorporated by reference into this Proxy Statement or our Annual Report.
Stockholders or interested parties who wish to communicate with the Board may do so by sending written communications addressed to the Corporate Secretary of Arlo Technologies, Inc., 2200 Faraday Ave., Suite #150, Carlsbad, California 92008. These communications will be reviewed by the Corporate Secretary of Arlo who will determine whether the communication is appropriate for presentation to the Board or the relevant director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and hostile communications).
Arlo regularly reviews the Board’s leadership structure and the responsibilities and composition of its standing committees. The structure and composition of Arlo’s Board and its committees are intended to leverage the diverse perspectives of the Board members and promote effective oversight.
The current membership and function of each standing committee is described on the following page.
The Board believes its current leadership structure, in which the roles of Chair and CEO are separated, best serves Arlo’s overall corporate structure and the Board’s ability to carry out its roles and responsibilities on behalf of Arlo’s stockholders, including its oversight of management and corporate governance matters. The Board also believes that the current structure allows our CEO to focus on managing Arlo, while leveraging our independent Chair’s experience to drive accountability at the Board level.
The Board has an independent Chair, Mr. Faison, who has authority to call and preside over the Board meetings, to set meeting agendas and to determine materials to be distributed to the Board, among other things. Accordingly, the Chair has substantial ability to shape the work of the Board. We believe that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we have a separate chair for each committee of the Board. The Chair of each committee is expected to report to the Board from time to time, or whenever so requested by the Board, on the activities of his or her committee in fulfilling that chair’s responsibilities as detailed in its respective committee charter or specify any shortcomings should that be the case. In addition, we believe that having a separate Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of us and our stockholders. As a result, we believe that having a separate Chair can enhance the effectiveness of the Board as a whole.
The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to oversee our corporate accounting and financial reporting processes, internal controls, independent auditor relationships, and audits of its financial statements. For this purpose, the Audit Committee performs several functions, including, among other things:
|
•
|
overseeing management’s establishment and maintenance of adequate systems of internal controls over financial reporting;
|
|
•
|
overseeing our legal and regulatory compliance programs;
|
|
•
|
reviewing and assessing management’s policies and processes for monitoring and controlling our financial risk exposures;
|
|
•
|
overseeing our financial reporting process, including the filing of financial reports; and
|
|
•
|
selecting independent auditors, evaluating their independence and performance and approving audit fees and terms.
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
15
|
|
|
The Audit Committee is comprised of four directors: Ms. Fallon, who chairs the committee, Mses. Carter-Miller and Rothstein and Mr. Aggarwal.
The Board has adopted a written Audit Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this Proxy Statement or our Annual Report to Stockholders (the “Annual Report”).
The Board reviews the NYSE listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Audit Committee are independent (as independence is currently defined in Section 303A.07(a) of the NYSE Listed Company Manual).
The Board has also determined that Ms. Fallon and Mr. Aggarwal qualify as “audit committee financial experts,” as defined in applicable Securities and Exchange Commission (the “SEC”) rules. The Board made a qualitative assessment of their level of knowledge and experience based on a number of factors, including their formal education and previous and current experience in financial roles.
The philosophy of the Compensation and Human Capital Committee is to ensure that we use exceptional talent practices relevant to our size and industry and provide compensation to our executive officers in such a manner as to attract and retain the best available personnel for positions of substantial responsibility. The committee aims to oversee our management in its mission of creating a talent rich organization to ensure exceptional leadership, to provide incentives for such persons to perform to the best of their abilities and drive a highly ethical performance culture, and to promote the success of our business by delivering more sustainable returns and driving long-term value creation.
The Compensation and Human Capital Committee is comprised of four directors: Ms. Carter-Miller, who chairs the committee, and Messrs. Faison, Aggarwal and Summers. Our Board has determined that each of the members of our Compensation and Human Capital Committee are independent (as independence is currently defined in NYSE Listed Company Manual Section 303A.02 as applied to Compensation and Human Capital Committee members), and is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Board has adopted a written Compensation and Human Capital Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this Proxy Statement or our Annual Report.
The Compensation and Human Capital Committee acts on behalf of the Board to review, adopt or recommend to the Board for adoption, and oversee the compensation strategy, policies, plans and programs. For this purpose, the Compensation and Human Capital Committee performs several functions, including, among other things:
|
•
|
reviewing and approving (or, if it deems appropriate, recommending to the full Board for its approval) our executive compensation programs and arrangements, including for our Chief Executive Officer and other executive officers;
|
|
•
|
reviewing and approving (or, if it deems appropriate, recommending to the full Board for its approval) the corporate goals and objectives relevant to the compensation of our executive officers, evaluating performance in light thereof and considering factors related to our performance and the accomplishment of our long-term business and financial goals;
|
|
•
|
providing oversight of our overall compensation goals and guidelines for our employees;
|
|
•
|
evaluating the competitiveness of the compensation of our executive officers (including our Chief Executive Officer) and our overall compensation plans;
|
|
•
|
overseeing the administration of our compensation policies, plans and benefit programs;
|
|
•
|
overseeing the development and monitoring the success of our human capital strategy;
|
|
•
|
overseeing the development, implementation and effectiveness of our policies and strategies relating to our human capital management function, which include, among other things, matters relating to our demographics, leadership excellence, talent management and development, talent acquisition, team member engagement, retention and attrition, and diversity, equity and inclusion; and
|
|
•
|
evaluating, reviewing and approving on a periodic basis (or if it deems appropriate, making recommendations to the full Board regarding) the compensation programs for non-employee members of the Board including but not limited to, cash retainers and equity compensation.
|
|
16
|
| |
|
|
|
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
Compensation and Human Capital Committee Processes and Procedures
Typically, the Compensation and Human Capital Committee meets at least quarterly and with greater frequency, if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation and Human Capital Committee, in consultation with management. The Compensation and Human Capital Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation and Human Capital Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation and Human Capital Committee meetings. The Chief Executive Officer does not participate in, and is not present during, any deliberations or determinations of the Compensation and Human Capital Committee regarding his compensation or individual performance objectives. The charter of the Compensation and Human Capital Committee grants the Committee the authority to retain and obtain, at our expense, advice and assistance from a compensation consultant, legal counsel or other advisers that the Committee considers necessary to assist it in the performance of its duties and responsibilities as set forth in the charter of the Compensation and Human Capital Committee. The Compensation and Human Capital Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Committee. Under its charter, the Compensation and Human Capital Committee may form and delegate authority to subcommittees as appropriate, and, to the extent required by SEC and NYSE rules, this Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and NYSE, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.
The Compensation and Human Capital Committee engaged Compensia, Inc. (“Compensia”) for the majority of 2023 as its independent compensation consultant. Compensia was retained to provide an assessment of our executive and director compensation programs in comparison to executive and director compensation programs at selected publicly-traded peer companies. As part of its engagement, Compensia was requested by the Compensation and Human Capital Committee to review its peer group of comparative companies and to perform analyses of compensation levels for that group. Compensia provided recommendations on the peer group used to determine appropriate executive compensation recommendations for the Compensation and Human Capital Committee for its consideration. In October 2023, Pay Governance LLP was retained to serve as the Compensation and Human Capital Committee’s independent compensation consultant and assist with reviewing Arlo’s peer group for 2024 compensation decisions.
The Compensation and Human Capital Committee typically holds one or more meetings during the first quarter of the year to discuss and make recommendations to the Board for annual compensation adjustments, annual bonuses, annual equity awards, and new corporate performance objectives. However, the Compensation and Human Capital Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation and Human Capital Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation and Human Capital Committee solicits and considers evaluations and recommendations submitted to the Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation and Human Capital Committee, which determines recommendations to the Board regarding any adjustments to his compensation as well as awards to be granted. As part of its deliberations for all executives and directors, the Compensation and Human Capital Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels, compensation data from comparative companies, compensation surveys and recommendations of any compensation consultant.
Compensation and Human Capital Committee Interlocks and Insider Participation
As stated above, the Compensation and Human Capital Committee currently consists of Ms. Carter-Miller and Messrs. Faison, Aggarwal and Summers. No member of the Compensation and Human Capital Committee has ever been an officer or employee of Arlo. None of our executive officers currently serves, or has served during the last completed fiscal year, on a Compensation and Human Capital Committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation and Human Capital Committee.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
17
|
|
|
The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve as our directors (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, selecting or recommending to the Board for selection candidates for election to the Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of the Board and developing a set of corporate governance principles.
The Nominating and Corporate Governance Committee is comprised of three directors: Mr. Faison, who chairs the committee, and Mr. Aggarwal and Ms. Rothstein. Each of the members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in NYSE Listed Company Manual Section 303A.02). The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this Proxy Statement or our Annual Report. The functions of this committee include, among other things:
|
•
|
recommending nominees for our Board and its committees;
|
|
•
|
recommending the size and composition of our Board and its committees;
|
|
•
|
reviewing and considering our practices and initiatives with respect to environmental, social and governance (“ESG”) matters expected to have a significant impact on its performance, business activities or reputation and periodically provide reports to the Board on ESG matters;
|
|
•
|
reviewing our corporate governance guidelines, corporate charters and proposed amendments to our certificate of incorporation and bylaws;
|
|
•
|
annually reviewing our succession planning process for members of our executive management team, and working with our Board in evaluating potential successors for these roles; and
|
|
•
|
reviewing and making recommendations to address stockholder proposals.
|
The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity (including with respect to age and gender), age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. Although we do not have a formal policy on Board diversity, the Nominating and Corporate Governance Committee takes into account a broad range of diversity considerations when assessing director candidates, including individual backgrounds and skill sets, professional experience and other factors that contribute to our Board having an appropriate range of expertise, talents, experiences and viewpoints, and considers those diversity considerations, in view of the needs of the Board as a whole, when making decisions on director nominations.
In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NYSE purposes, which determination is based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the
|
18
|
| |
|
|
|
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Committee at the following address: c/o Arlo Technologies, Inc., 2200 Faraday Ave., Suite #150, Carlsbad, California 92008, Attn: Corporate Secretary, no later than the close of business on the 120
th
day nor earlier than the close of business on the 150
th
day prior to the first anniversary of the preceding year’s annual meeting. Submissions must include the name and address of the stockholder on whose behalf the submission is made; the number of shares that are owned beneficially by such stockholder as of the date of the submission; the full name of the proposed candidate; a description of the proposed candidate’s business experience for at least the previous five years; complete biographical information for the proposed candidate; and a description of the proposed candidate’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
The Cybersecurity and Privacy Committee is comprised of four directors: Mr. Summers, who chairs the committee, Mr. Faison and Mses. Fallon and Rothstein. Each of the members of the Cybersecurity and Privacy Committee are “independent” under the applicable rules of the NYSE. The functions of this committee include, among other things:
|
•
|
overseeing the quality and effectiveness of our information security team, and policies and procedures with respect to its information technology systems, including but not limited to enterprise cybersecurity and privacy;
|
|
•
|
reviewing and providing oversight on the policies and procedures in preparation for responding to any material incidents;
|
|
•
|
reviewing periodically with management our disaster recovery capabilities;
|
|
•
|
overseeing our information technology senior management team relating to budgetary priorities based, in part, on assessing risk associated with various perceived cyber-threats;
|
|
•
|
annually evaluating the performance of the Cybersecurity and Privacy Committee, annually reviewing and assessing the adequacy of the charter, and recommending any proposed changes to the Board for approval;
|
|
•
|
annually reviewing the appropriateness and adequacy of our cyber-insurance coverage;
|
|
•
|
reviewing the quality and effectiveness from a cybersecurity and privacy perspective of our information technology processes that affect the internal controls over financial reporting; and
|
|
•
|
overseeing our management or risks related to its information and technology systems and processes.
|
The Board has adopted a written Cybersecurity and Privacy Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this Proxy Statement or our Annual Report.
The Strategic and Capital Allocation Committee is comprised of three directors: Mr. Faison, who chairs the committee, and Mses. Carter-Miller and Rothstein. Each of the members of the Strategic and Capital Allocation Committee are “independent” under the applicable rules of the NYSE. The functions of this committee include, among other things:
|
•
|
evaluating and making recommendations to the Board with respect to our overall strategic transaction and financing strategy;
|
|
•
|
evaluating and making recommendations to the Board with respect to our overall long-range financial and strategic planning goals and objectives and review the allocations of corporate resources recommended by management; and
|
|
•
|
identifying, monitoring and evaluating proposals, offers and other communications to and from third parties and potential strategic partners; and
|
|
•
|
monitoring the progress and content of any negotiations and agreement between Arlo and potential third-party strategic partners.
|
The Board has adopted a written Strategic and Capital Allocation Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this Proxy Statement or our Annual Report.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
19
|
|
|
The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating and Corporate Governance Committee to believe that the nominee should continue to serve on the Board. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why such member believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.
|
20
|
| |
|
|
|
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting
| |
|
| |
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.
|
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
21
|
|
|
Directors Continuing in Office Until the 2025 Annual Meeting
| |
|
| |
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 ATT, including as Vice President and General Manager of ATT’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.
|
| |
|
|
| | |
|
22
|
| |
|
|
|
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
Directors Continuing in Office Until the 2026 Annual Meeting
| |
|
| |
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.
|
| |
|
|
| | |
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
23
|
|
|
| |
|
| |
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
|
| |||
| | | | |
|
24
|
| |
|
|
|
|
|
|
|
|
|
DIRECTOR AND EXECUTIVE COMPENSATION
|
|
|
|
|
|
|
Under our non-employee director compensation policy (the “Director Compensation Policy”), our non-employee directors received the following compensation for the 2023 fiscal year:
Cash Retainer
. Our non-employee directors receive a $32,000 annual retainer. The Chair of the Board and members and Chairs of each committee of the Board also receive the additional annual retainers described below:
|
•
|
Chair
. The Chair of the Board will receive an additional annual retainer of $50,000.
|
|
•
|
Audit Committee
. Each member (including the Chair) of the Audit Committee will receive an annual retainer of $10,000, and the Chair will receive an additional annual retainer of $12,000.
|
|
•
|
Compensation and Human Capital Committee
. Each member (including the Chair) of the Compensation and Human Capital Committee will receive an annual retainer of $7,500, and the Chair will receive an additional annual retainer of $7,500.
|
|
•
|
Nominating and Corporate Governance Committee
. Each member (including the Chair) of the Nominating and Corporate Governance Committee will receive an annual retainer of $5,000, and the Chair will receive an additional annual retainer of $5,000.
|
|
•
|
Cybersecurity and Privacy Committee
. Each member (including the Chair) of the Cybersecurity and Privacy Committee will receive an annual retainer of $10,000, and the Chair will receive an additional annual retainer of $10,000.
|
|
•
|
Strategic and Capital Allocation Committee
. The members (including the Chair) of the Strategic and Capital Allocation Committee currently do not receive annual retainers for serving on this committee.
|
All retainers are paid on a quarterly basis following the end of each quarter and are prorated, as needed, for partial service during such period.
Annual Grant
. In addition, on an annual basis, each non-employee director who continues to serve as a non-employee director following each annual meeting of stockholders will receive an annual grant of a number of RSUs equal to $180,000 divided by the NYSE closing price of our common stock on the date of such annual stockholder meeting (rounded down to the nearest whole share), which will become fully vested on the date of the following year’s annual stockholder meeting.
Initial RSU Grant.
Upon joining the Board, each non-employee director will receive an initial grant of RSUs (the “Initial Grant”) equal to $180,000, with such dollar amount prorated for the date of such initial election or appointment in relation to the date of the previous annual meeting of stockholders, divided by the NYSE closing price of our common stock on the date of grant (rounded down to the nearest whole share), which will become fully vested on the date of the next annual stockholder meeting.
Vesting of equity awards held by our non-employee directors will fully accelerate if we are subject to a “change in control” (as defined under our 2018 Equity Incentive Plan (the “2018 Plan”)).
Continuing Education
. In order to encourage continuing director education, we reimburse certain director education of $7,000 over a two-year period and we provide continuing education sessions for the Board, as a whole, to attend in connection with one of its regularly scheduled meetings.
Travel Expenses
. Our non-employee directors are entitled to reimbursement for travel and other related expenses incurred in connection with their attendance at meetings of our Board and the committees thereof.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
25
|
|
|
The following table details the compensation of our non-employee directors for the 2023 fiscal year.
| |
Name
|
| |
Fees Earned or
Paid in Cash
($)
(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
|
|
|
(1)
|
The fees earned by our non-employee directors in 2023 represent the annual cash retainers discussed above, a portion of which were paid in 2024.
|
|
(2)
|
The amounts included in the “Stock Awards” column represent the grant date fair value of awards granted in 2023 calculated in accordance with FASB ASC 718. Refer to Note 2 in the Notes to Consolidated Financial Statements in Item 8 of Part II of the Annual Report for the assumptions used to estimate fair value at the grant date.
|
|
(3)
|
The amount included in the “Option Awards” column represent the grant date fair value of awards granted in 2023 calculated in accordance with FASB ASC 718. Refer to Note 2 in the Notes to Consolidated Financial Statements in Item 8 of Part II of the Annual Report for the assumptions used to estimate fair value at the grant date.
|
|
(4)
|
As of December 31, 2023, each of Messrs. Faison, Aggarwal and Summers, and Mses. Carter-Miller and Fallon held 19,629 RSUs.
|
|
(5)
|
As of December 31, 2023, Ms. Rothstein held 19,629 RSUs and outstanding stock options to purchase 10,000 shares of our common stock.
|
|
26
|
| |
|
|
|
|
|
|
|
|
|
EXECUTIVE COMPENSATION
|
|
|
|
|
|
|
We became a public company in August 2018, and in 2019 through 2023 we filed our proxy statements under the scaled-down executive compensation disclosure requirements generally available to emerging growth companies. As of December 31, 2023, we ceased to be an emerging growth company and, therefore, this year’s Proxy Statement includes additional detail regarding executive compensation that was previously not required, including (1) Compensation Discussion and Analysis, (2) additional compensation tables that provide disclosure on “Grants of Plan-Based Awards,” “Option Exercises and Stock Vested” and “Potential Payments upon Termination or Change in Control,” (3) an advisory vote on the compensation of our named executive officers, which is included as Proposal Three in this proxy statement; and (4) an advisory vote on the preferred frequency of advisory shareholder votes on the compensation of our named executive officers, which is included as Proposal Four in this proxy statement.
Our Compensation Discussion and Analysis (“CDA”) includes a detailed discussion of compensation for our named executive officers for the year ended December 31, 2023, which consist of our principal executive officer, chief financial officer and our next most highly compensated executive officer as of December 31, 2023. We have no other executive officers who were serving as of December 31, 2023 or who served during 2023.
In fiscal year 2023, we accelerated the growth of our services business which drove outstanding results across all of our key metrics. Strong demand, increased subscriptions, higher average revenue per user (“ARPU”), and record gross margin are fueling Arlo’s trajectory of improving performance and profitability. Our strategy and excellent execution also produced a significant increase in the life time value (“LTV”) of our subscribers which expands stockholder value.
Our significant business achievements for fiscal 2023 include:
|
•
|
Annual recurring revenue (“ARR”) ended at $210.1 million, growing 52.5% year over year
|
|
•
|
Record service revenue of $201.2 million, growing 47.4% year over year
|
|
•
|
Full year free cash flow (“FCF”) of $35.5 million with FCF margin of 7.2% up $83.4 million year over year
|
|
•
|
Non-GAAP operating income of $25.0 million, an increase of $31.0 million year over year
|
|
•
|
Cash and cash equivalence and short-term investment were $136.5 million as of December 31, 2023
|
|
•
|
Cumulative paid accounts of 2.8 million as of December 31, 2023 up 51.1 % year over year
|
|
•
|
Total Stockholder Return outperformed Russel 2000 Index
|
Our transformation from a hardware to a service business enabled us to deliver these strong operational results. Critical to this transformation was our management team executing a complete shift in pricing strategy, leveraging the hardware as a tool to drive more households into the Arlo ecosystem. As a result of this catalyst, paid accounts grew 51.1%, service revenue grew 47.4%, and ARR grew 52.5% year over year. Arlo’s keen focus on these critical key business metrics resulted in the company delivering operational excellence that is being recognized by the investment community which drove more than 170% increase in the value of our common stock during 2023 from a closing price of $3.51 per share on December 30, 2022 to a closing price of $9.52 on December 29, 2023.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
27
|
|
|
|
•
|
No cash compensation increases.
We did not increase base salaries or annual target performance bonuses for any of our named executive officers during 2023.
|
|
•
|
Limited fixed pay.
Over 83% of our Chief Executive Officer’s and 74% of Mr. Busse’s 2023 total direct compensation, on average, was ‘at-risk’ and dependent on Company performance. Components of such at-risk compensation included annual performance bonus earned and equity incentive awards granted, excluding additional tranches of PSUs granted pursuant to the Executive Retention Program in 2022. Mr. Binder is not included in the “Other NEOs” chart below because he was hired in September 2022 and did not receive any equity award grants in 2023.
|
|
•
|
Rigorous annual incentive plan goals.
We structured annual performance bonuses to provide payout upon achievement of a rigorous Non-GAAP Operating Income target for 2023; we achieved 70% of our target goal and paid bonuses to our named executive officers equal to 70% of target. For 2023, we chose to pay annual performance bonuses in the form of fully-vested RSUs.
|
|
•
|
Emphasis on performance-based equity tied to our multi-year strategy.
We continued to emphasize equity awards that vest based on performance goals. In 2023, in addition to time vesting RSUs, we granted PSUs to our named executive officers. 75% of our Chief Executive Officer’s and 63% of Mr. Busse’s 2023 equity awards consisted of PSUs that vest based on achievement of attainment of certain Cumulative Paid Subscriber thresholds (“CPS PSUs”).
|
|
•
|
No one-time equity awards.
We did not make any one-time equity awards to our named executive officers during 2023 and we lowered the aggregate grant date value of annual equity awards granted to Messrs. McRae and Busse, from awards granted in 2022. We did not grant equity awards to Mr. Binder in 2023, since he was hired in September 2022 and received a sign-on equity award.
|
Consistent with our philosophy, we pay our executive based on performance measures that drive long-term growth and value creation for our stockholders. We link executive compensation and our stockholder interests by structuring a meaningful portion of our executive officers’ annual target total direct compensation to be both “at-risk” and variable in nature. While we do not determine either “variable” or “fixed” pay for each executive officer with reference to a specific percentage of target total direct compensation, consistent with our “pay-for-performance” philosophy, generally, we seek to emphasize variable pay over fixed pay and equity compensation over cash compensation.
|
28
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
Our executives’ pay has been demonstrably linked to our operational success. Looking at our operational performance from a historic perspective, since going public, Arlo has increased paid accounts by 25x, delivered ARR growth of 16x, and improved non-GAAP operating margins by over 1200 basis points. Since the introduction of our Long-Range-Plan (“LRP”) in 2022, we have successfully executed against those key business metrics increasing paid accounts by 2.2x, delivering ARR growth of 2.1x, and improving non-GAAP operating margins by 770 basis points. We are one of less than 10 companies who have generated $100 million of ARR in their first 5 years of operations.
We accelerated our services business in fiscal 2023 which resulted in growth in paid accounts, ARR, and Non-GAAP operating income. As a result of this execution, Arlo stockholders have benefited from appreciation in our stock price of more than 170% since December 2022. Our executives have also positioned Arlo for future success by continuing to drive platform innovations and delivering additional smart security devices and services. These initiatives enable a further acceleration of subscriber growth, an opportunity to drive higher ARPU per customer, and allow us to form strategic partnerships in various adjacent markets. With these growth drivers in place, by 2030 we expect to at least double our paid accounts base, more than double our ARR, and grow operating margins by 1500 basis points.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
29
|
|
|
We compete in an aggressive and dynamic industry and, as a result, we believe that hiring, motivating, and retaining quality employees, particularly senior managers, sales and technical personnel, are critical factors to our future success.
Our executive compensation program aims to balance a number of objectives, including attracting and retaining highly qualified executive officers, rewarding individual contributions, teamwork and integrity, supporting employee engagement and motivating management to achieve our corporate objectives and deliver returns for our stockholders. Our programs are intended to drive short- and long-term performance with the goal of increasing stockholder value over the long term.
In fiscal year 2023, the vast majority of the target total direct compensation granted to our executive officers consisted of variable pay consisting of long-term and short-term cash and equity incentive compensation. We utilize key short- and long-term operating objectives, such as growth of operating margins and cumulative paid accounts that we believe are critical to execution of our business strategy and stockholder value for both our cash incentive bonus program and our PSUs. This structure is intended to encourage our management team to achieve our short- and long-term corporate objectives while appropriately managing business risks and challenges.
As we continue to mature as a public company, we believe that the compensation elements provided to all of our executive officers, including our named executive officers, will continue to emphasize “at-risk” and variable pay that should enable us to provide a balanced set of incentives for our executive officers to meet our business objectives and drive long-term growth.
For the pay-versus-performance disclosure prescribed by SEC rules, which does not necessarily reflect the way our Compensation and Human Capital Committee views the alignment between our performance and our named executive officers’ compensation, see the section titled “
Pay versus Performance
”.
We believe the following practices and policies within our program promote sound compensation governance and are in the best interests of our stockholders and named executive officers:
| |
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
|
|
Determining Competitive Levels of Pay
Role of our Compensation and Human Capital Committee, Management and the Board
Recruitment and retention of our named executive officers and other executive management require a competitive compensation package. Our Compensation and Human Capital Committee is responsible for overseeing and reviewing our general compensation strategy. In this capacity, our Compensation and Human Capital Committee approves the design of, and implements, reviews, and
|
30
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
approves, all compensation for our named executive officers, except for the approval of compensation for our Chief Executive Officer, whose compensation is approved by the independent members of our Board after considering recommendations from our Compensation and Human Capital Committee.
Our Compensation and Human Capital Committee works with and receives information and analyses from management, including our legal, finance, and human resources departments, our independent compensation consultants, and our Chief Executive Officer, and considers such information and analyses in determining the structure and amount of compensation to be paid to our executive officers (other than his own compensation). Our Chief Executive Officer provides recommendations to the Compensation and Human Capital Committee regarding the compensation of all executive officers (other than himself) based on the overall corporate achievements during the period being assessed and his knowledge of the individual contributions to our success by each of the executive officers. The Compensation and Human Capital Committee takes these recommendations into consideration when determining the overall performance of the company and each of our executive officers individually, as demonstrated by progress measured against corporate goals and achievement of other corporate priorities.
From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation and Human Capital Committee to make presentations, provide financial or other background information or advice, or otherwise participate in Compensation and Human Capital Committee or Board meetings.
Members of management, including our Chief Executive Officer, may attend portions of our Compensation and Human Capital Committee’s meetings; however, neither our Chief Executive Officer nor any other member of management is present during decisions regarding his or her own compensation.
Role of Independent Compensation Consultant
Our Compensation and Human Capital Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. For purposes of evaluating 2023 compensation for each of our executive officers and making 2023 compensation decisions, our Compensation and Human Capital Committee retained Compensia, Inc., or Compensia, to assist it in reviewing our executive compensation program and to ensure that our compensation program remains competitive in attracting and retaining talented executives. In October 2023, the Compensation and Human Capital Committee retained Pay Governance, LLC (“Pay Governance”) to serve as its compensation consultant. Pay Governance assisted with reviewing Arlo’s 2023 peer group in order to understand the peer group changes required for 2024 compensation decisions.
During 2023, Compensia assisted the Compensation and Human Capital Committee in selecting a group of peer companies to use as a reference in understanding the competitive market, evaluating current pay practices and philosophies, and considering compensation and corporate governance best practices. As described further below, Compensia also prepared an analysis of our compensation practices with respect to base salaries, annual bonuses and long-term incentive compensation compared to competitive market practices. Compensia reported directly to, and advised, our Compensation and Human Capital Committee. Compensia interacted with management to gain access to company information that is required to perform its services and to understand the culture and policies of our organization.
Our Compensation and Human Capital Committee has considered whether the work of Compensia and Pay Governance has raised any conflict of interest, taking into account the factors set forth in the SEC rules and the NYSE listing standards, and determined that that there is no conflict of interest resulting from retaining Compensia and Pay Governance currently or during 2023. Other than the services provided to our Compensation and Human Capital Committee, Compensia and Pay Governance has not performed any other work for us.
Role of Market Data
Because the Compensation and Human Capital Committee aims to attract and retain the most highly qualified executive officers in a competitive market for talent, it believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, as described below, the Compensation and Human Capital Committee reviews data from a peer group of companies as a reference point in making executive compensation decisions.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
31
|
|
|
The Compensation and Human Capital Committee approved a peer group in January 2023 which it developed in consultation with Compensia and with input from our Chief Executive Officer. The peer group for 2023 consists of the following 24 U.S. publicly traded companies. Determining an executive compensation peer group is not easy as there are few, if any, direct comparable business competitors that are stand-alone public companies of similar size. Our closest competitors are in many cases a division of a larger publicly traded company.
In selecting the companies to include in the peer group, the Compensation and Human Capital Committee considered the following targeted selection criteria:
|
a.
|
Industry focus: companies focused on smart home and security technology, broader consumer technology companies and other companies with a software-as-a-service (“SaaS”) business model.
|
|
b.
|
Size: companies with relatively similar annual revenue and market capitalization as compared to us.
|
Our compensation peer group for 2023 was as follows:
| |
8X8 (EGHT)
|
| |
ON24 (ONTF)
|
|
| |
Avid Technology (AVID)
|
| |
PagerDuty (PD)
|
|
| |
Calix (CALX)
|
| |
PAR Technology (PAR)
|
|
| |
Cambium Network (CMBM)
|
| |
Snap One Holdings (SNPO)
|
|
| |
Casa Systems (CASA)
|
| |
Sonos (SONO)
|
|
| |
Doma Holdings (DOMA)
|
| |
Sumo Logic (SUMO)
|
|
| |
Domo (DOMO)
|
| |
TrueCar (TRUE)
|
|
| |
Harmonic (HLIT)
|
| |
Universal Electronics (UEIC)
|
|
| |
Infinera (INFN)
|
| |
Upland Software (UPLD)
|
|
| |
Inseego (INSG)
|
| |
VOXX International (VOXX)
|
|
| |
Momentive Global (SVMK)
|
| |
Xperi Holding (XPER)
|
|
| |
NETGEAR (NTGR)
|
| |
Zuora (ZUO)
|
|
Our Compensation and Human Capital Committee’s general approach emphasizes setting total compensation for executives, which consists of base salary and benefits, annual incentive bonus, and equity-based incentives, at or near the median of the peer group. However, the use of peer company data is not formulaic, and the Compensation and Human Capital Committee considers market data as only one of the factors that informs its decisions, as described below under “Key Factors Used in Determining Executive Compensation.”
Our Compensation and Human Capital Committee sets the compensation of our executive officers at levels they determine to be competitive and appropriate for each named executive officer, with committee members using their professional experience and judgment. Our Compensation and Human Capital Committee believes that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. Pay decisions are not made by using a formulaic approach or benchmark data. In making executive compensation decisions, our Compensation and Human Capital Committee generally takes into consideration the factors listed below:
|
•
|
Company performance and existing business needs;
|
|
•
|
Each named executive officer’s individual performance, scope of job function and the critical skill set of the named executive officer to the company’s future performance;
|
|
•
|
Whether the equity award holdings of the named executive officer provide a sufficient retention incentive;
|
|
•
|
Internal pay parity amongst similarly situated executive team members;
|
|
•
|
The need to attract new talent to our executive team and retain existing talent in a highly competitive industry; and
|
|
•
|
Peer company data, as described above under “Role of Market Data”.
|
|
32
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
During the first quarter of 2023, we reached out to several of our largest stockholders to gain a better understanding of their views regarding our executive compensation program as well as other corporate governance matters. Members of our management, and in some cases members of our Compensation and Human Capital Committee, held informative discussions with those stockholders who expressed interest in speaking with us which included our largest institutional stockholder holding approximately 15% of our outstanding common stock. Our stockholders who provided feedback generally expressed support for our continued use of performance-vesting awards and our overall executive compensation program. Considering this feedback, the Compensation and Human Capital Committee determined to maintain the same general structure of our compensation program for 2023. Our Compensation and Human Capital Committee will monitor and continue to evaluate our executive compensation program going forward in light of our stockholders’ views and our transforming business needs.
Our stockholders will have their first opportunity to cast an advisory vote to approve our named executive officers’ compensation at the 2024 Annual Meeting. In the future, we intend to consider the outcome of such say-on-pay vote and our stockholders’ views when making compensation decisions regarding our named executive officers.
Our executive compensation program aims to take a holistic approach to compensation and generally consists of, and is intended to strike a balance among, the following three principal components: base salary, performance-based incentive and long-term incentive compensation.
The following chart summarizes the main elements of our executive compensation, their objectives, and key features.
| |
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.
|
|
We also provide our executive officers with severance and change-in-control related payments and benefits, as well as benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in various employee health and welfare benefit plans.
In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider both company and individual performance and skills of each of our executives, as well as the
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
33
|
|
|
compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value.
We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the Compensation and Human Capital Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term incentive and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, a significant portion of the named executive officers’ total target compensation is comprised of performance-based bonus opportunities and long-term equity awards, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.
In making executive compensation decisions, the Compensation and Human Capital Committee generally considers each executive officer’s total target direct compensation, which consists of base salary, target bonus opportunity, which together with base salary we refer to as target annual compensation, and long-term equity awards (valued based on an estimate of grant date fair value).
Base Salary
Base salaries are generally reviewed and approved by the Compensation and Human Capital Committee each year. The Compensation and Human Capital Committee did not make any changes to our named executive officer base salaries for 2023 as compared to the prior fiscal year. The annual base salaries of our named executive officers for 2023 compared to those in place as of December 31, 2022, were:
| |
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
|
|
Performance Bonus
The annual performance bonus program provides each named executive officer with the opportunity to earn annual incentive payments based upon the attainment of certain corporate financial or operational measures or objectives as appropriate for the year, based on such participant’s annual performance bonus opportunity, expressed as a percentage of base salary.
2023 Target Bonus
For 2023, Messrs. McRae, Binder and Busse had the opportunity to earn a target annual performance bonus equal to 100%, 70% and 50% of their annual base salary, respectively. The target percentages applicable to such named executive officers for 2023 were unchanged from 2022.
2023 Performance Goals and Achievements
For 2023, the Compensation and Human Capital Committee established non-GAAP operating income (loss) as the corporate performance goal applicable to the 2023 plan year. The Compensation and Human Capital Committee chose this metric because it drives revenue growth and gives our executive officers the opportunity to manage and contain operating expenses. If we overachieve our target measure, the maximum payout any named executive officer could receive is 150% of the target bonus. Executives earn a payout of 10% of their target bonus upon achievement of the threshold level of achievement shown below, with payout increasing proportionately based on achievement against the target goal, up to a maximum bonus of 150% of the executive’s target amount for achievement at or above 150% of the goal. The full Board set the target measure at a level it felt was rigorous, but achievable with effort and represented a meaningful increase from our level of achievement in 2022.
|
34
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
The corporate performance goal and payout methodology is summarized in the chart below.
| |
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%
|
|
|
(1)
|
In calculating non-GAAP financial measures, we exclude certain items to facilitate a review of the comparability of our operating performance on a period-to-period basis because such items are not, in our view, related to our ongoing operational performance, such as stock-based compensations, restructuring charges, impairment charges, separation expense, amortization of development of software cost, and litigation reserves, net.
|
After assessing our 2023 performance, the full Board determined that we had achieved a non-GAAP operating income of $25 million which equals a 70% achievement against our target and accordingly, each of our named executive officers received a performance bonus equal to 70% of their target bonus. The 2023 amounts reflected as Non-Equity Incentive Plan Compensation in the Summary Compensation Table for our named executive officers reflect the value of the bonuses earned for 2023 performance under Arlo’s 2023 executive bonus plan. These bonuses were paid in fully-vested RSUs issued in February 2024.
| |
Named Executive Officer
|
| |
Target
($)
|
| |
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
|
|
Equity-Based Incentives
Since our IPO, we have granted equity compensation to our executive officers primarily in the form of RSU or PSU awards. We grant equity incentive awards to support long-term alignment between our executive officers and our stockholders, and to enable us to obtain and retain the services of highly qualified senior management team members, which we believe is essential to our long-term success.
2023 Annual Equity Awards
During 2023, we granted each of our named executive officers annual time-based RSUs and performance-based RSUs as reflected in the table below. We did not grant equity awards to Mr. Binder in 2023 because he received meaningful equity incentive grants in September 2022 when he joined our company.
| |
Named Executive Officer
|
| |
Time-Based
RSUs
|
| |
Performance-Based
CPS PSUs
|
|
| | | |
(in shares)
|
| ||||
| |
Matthew McRae
|
| |
437,500
|
| |
937,500
|
|
| |
Brian Busse
|
| |
125,000
|
| |
175,000
|
|
The Compensation and Human Capital Committee chose each named executive officer’s grant level based on the amount which they felt, in their judgment, was appropriate to retain and incentivize the named executive officers, while remaining reasonable within market standards. In making these determinations, the Compensation and Human Capital Committee considered each of the named executive officer’s current equity holdings, including vested and unvested holdings and the extent to which such holdings were “in-the-money,” the extent to which such holdings remained unvested and therefore continued to serve as a retention tool, the market data provided by Compensia reflecting equity value based on approximate grant date fair value, internal equity amongst the team, individual performance and length of service.
The time-based RSUs vest in four equal annual installments beginning on the RSU grant date in January 2023.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
35
|
|
|
The performance-based CPS PSUs vest in substantially equal installments upon achievement of 3 million, 4 million and 5 million Cumulative Paid Subscribers, as such term is defined and described below under “Executive Retention Plan Awards” on or prior to September 30, 2027.
Executive Retention Plan Awards
In August 2022, we adopted an Executive Retention Plan under which Messrs. McRae and Busse have the opportunity to earn cash and equity payouts upon achievement by us of certain Cumulative Paid Subscriber thresholds over a five-year performance period beginning in September 2022 and ending in September 2027.
For purposes of the Executive Retention Plan, Cumulative Paid Subscribers means, on a cumulative basis, ordinary course paid subscription accounts generated by us which collectively are expected to generate at least a blended 60% margin as reasonably determined in the sole discretion of the Board or the Compensation and Human Capital Committee. We implemented the Executive Retention Plan in recognition of the significant benefits to us in retaining and incentivizing such participants to continue their employment relationship with us. Compensation and Human Capital Committee chose CPS as the performance goal for the Executive Retention Plan because the paid account subscribers drives our service revenue growth that generate over 70% gross margin.
Upon achievement by us during the five-year performance period of each of the CPS Targets listed in the table below, each of Messrs. McRae and Busse is entitled to receive a cash payment and a PSU equal to, or calculated by reference to, such Participant’s base amount or base PSU as reflected below. The CPS Targets were set in 2022 at levels the Board felt would be challenging based upon our historical performance, internal forecasts at the time of approval and industry-wide conditions.
| |
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”)
|
|
Messrs. McRae’s and Busse’s Retention Bonus Base Amounts are $2,000,000 and $200,000, respectively, and Messrs. McRae’s and Busse’s CPS Base PSU amounts are 1,000,000, and 100,000 shares, respectively. The CPS Base PSU was granted in 2022 and will vest upon achievement of the 2 Million CPS Target. Upon achievement of each CPS Target, the PSU award corresponding to the next CPS Target will be granted and eligible to vest upon achievement of such CPS Target.
Upon Mr. Binder’s joining us in September 2022, he was granted 750,000 PSUs that vests in three equal installments upon achievement of each of the 3 Million, 4 Million and 5 Million CPS Targets on or prior to the fifth anniversary of the grant date of the PSUs.
The Retention Bonus and CPS PSUs described above are eligible for acceleration or different vesting upon certain change in control or termination events as described below under “Potential Payments upon Termination or Change in Control”.
In May 2023, the 2 Million CPS Target was achieved; accordingly, each of Messrs. McRae and Busse received (1) the Retention Bonus ($2,000,000 and $200,000, respectively), (2) vesting of the CPS PSU (1,000,000 shares and 100,000 shares, respectively); and (3) grant of CPS PSUs (500,000 shares and 50,000 shares, respectively) that are eligible to vest upon the achievement of the 3 Million CPS Target.
In February 2024, the 3 Million CPS Target was achieved; accordingly, each of Messrs. McRae and Busse will receive in May 2024, (1) the Retention Bonus ($1,000,000 and $100,000, respectively), (2) vesting of the CPS PSUs (500,000 shares and 50,000 shares, respectively); and (3) grant of CPS PSUs (500,000 RSUs and 50,000 RSUs, respectively) that will vest upon achievement of the 4 Million CPS Target.
Performance Achievement for Other Prior Year PSUs
In 2022, Messrs. McRae and Busse were granted Cash Balance PSUs (“CB PSUs”) that vest based on achievement of a cash balance milestone at December 31, 2022. The CB PSUs goal was achieved and the resulting CB PSUs eligible to vest do so in three equal annual installments beginning January 2023, subject to continued service. Accordingly, Messrs. McRae and Busse became eligible to vest with respect to 88.88% of the target number of CB PSUs, subject to continuous service over the vesting period described above.
|
36
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
| |
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
|
|
Agreements with Our Named Executive Officers
We have entered into employment letters with each of Messrs. McRae, Binder and Busse. The employment letters generally memorialize the executive officer’s initial base salary and target annual bonus, and participation in our employee benefit plans and programs. These individuals’ base salaries, annual bonus opportunities and any equity awards are reviewed annually by the Compensation and Human Capital Committee; the amounts effective for 2023 are described above in this Compensation Discussion and Analysis.
Severance and Change in Control Benefits
Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during his or her or their term of service, including salary and unused vacation pay. Each of our named executive officers is eligible for payments or benefits in connection with certain types of involuntary terminations and/or a change in control event. None of our named executive officers are entitled to tax gross ups in connection with severance or change in control transactions. Our Compensation and Human Capital Committee periodically reviews the severance and change in control benefits that we provide, including by reference to market data, to ensure that the benefits remain appropriately structured and at reasonable levels. The Compensation and Human Capital Committee believes that severance protection benefits are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. A more detailed description of each of our named executive officer’s potential payments and benefits upon a termination or change in control is provided below under “Potential Payments upon Termination or Change in Control.”
Perquisites, Health, Welfare and Retirement Benefits
Our named executive officers are currently eligible to participate in all of our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as our other employees. In addition, we provide a cash subsidy, which is $50 per pay period, to any employee, including a named executive officer, who does not elect coverage under our company-sponsored medical insurance plans. We also provide a 401(k) plan to our employees, including our named executive officers, as discussed in the section below entitled “401(k) Plan.” We do not provide any perquisites or personal benefits to our named executive officers not otherwise also provided to our other employees, and on the same basis as to our other employees. We do, however, pay the premiums for term life insurance and disability insurance for all of our employees, including our current named executive officers.
401(k) Plan
We currently maintain a defined contribution employee retirement plan (“401(k) plan”) for our employees. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code. The plan permits us to make discretionary contributions, including matching contributions and discretionary profit-sharing contributions. In fiscal year 2023, we matched 50% of the contributions for employees that remain active through the end of the fiscal year, up to a maximum of $2,000. For fiscal year 2024, we changed our matching contribution maximum and will match 50% of the contributions for employees that remain active through the end of the fiscal year, up to a maximum of $4,000. The 401(k) plan currently does not offer the ability to invest in our securities.
Tax and Accounting Considerations
As a general matter, the Compensation and Human Capital Committee reviews and considers various tax and accounting implications of compensation programs we utilize.
Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible, excluding certain performance-based compensation that qualifies for an exception pursuant to the transition relief provided by the Tax Cuts and Jobs Act.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
37
|
|
|
The Compensation and Human Capital Committee looks at a variety of factors in making its decisions and retains the flexibility to provide compensation for the Company’s named executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation and Human Capital Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.
We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options and restricted stock units and performance-vesting restricted stock units under our equity incentive award plans are accounted for under ASC Topic 718. The Compensation and Human Capital Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
Clawback Policy
We have maintained a Clawback Policy since August 2018. In October 2023, we amended the Clawback Policy to bring it into compliance with the final rules adopted by the SEC pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the listing rules of NYSE. Accordingly, our updated Clawback Policy provides that we are generally required to recoup certain incentive compensation received on or after October 2, 2023, if we must restate our financial statements, irrespective of whether executive misconduct is involved in such restatement, subject to certain limited exceptions permitted by the SEC rules, listing standards and applicable laws.
The updated Clawback Policy supersedes and replaces the Company’s prior Clawback Policy for incentive-based compensation received on or after October 2, 2023. Under our prior Clawback Policy, which still applies to incentive compensation received by certain current and former covered officers between August 1, 2018, and prior to October 2, 2023, if we restate our financial statements, our Board generally may recoup the excess portion of cash and equity incentive compensation if our Board determines that an executive officer’s intentional misconduct, fraud and/or embezzlement contributed, in whole or in part, to such restatement.
Stock Ownership Guidelines
In order to align the interest of our directors, executive officers, and employees holding a title of senior vice president or higher (collectively “Covered Individuals”) with those of our stockholders, we have adopted stock ownership guidelines (the “Guidelines”) that require, during their respective tenures, the Covered Individuals to maintain ownership of Eligible Shares (as defined below) with an applicable aggregate market value as set forth below:
| |
Covered Individual
|
| |
Ownership Guideline
Multiple of Base Pay
|
|
| |
Chief Executive Officer
|
| |
6x
|
|
| |
All Other Officers
|
| |
3x
|
|
| |
Directors
|
| |
5x
|
|
The Guidelines must be achieved by each Covered Individual by the end of the calendar year in which occurs the date that is five (5) years after the later of (1) the effective date of the Guidelines (July 25, 2022) and (2) the date the individual became a Covered Individual (such period of time, the “Compliance Period”). After the Compliance Period, the Guidelines are revised whenever the base pay changes by 20% or more from the last base pay used to calculate the then-current Guidelines for such Covered Individual (each, an “Adjustment Date”), and such revised Guidelines must be achieved by the affected Covered Individual on or before the end of the calendar year in which occurs the date that is three (3) years after the Adjustment Date.
|
38
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
A Covered Individual’s ownership shall be reviewed annually based on the number of such Covered Individual’s Eligible Shares as of the last day of the calendar year to determine if the Covered Individual has met the applicable Guidelines for such year (or, during the Compliance Period, to assess progress towards meeting the Guidelines). If the Guidelines are deemed met for such year, the Covered Individual shall be deemed to comply with the Guidelines for the entire following year.
The following shares of common stock are “Eligible Shares” that shall be included in the calculation of a Covered Individual’s stock ownership, whether or not purchased on the open market or obtained through the exercise of stock options or vesting of equity awards granted by Arlo to such Covered Individual: (1) shares owned outright by the Covered Individual and by members of his or her immediate family (as defined in Rule 16a-1(e) under the Exchange Act) (“Family Member”); (2) shares held in trust for the benefit of the Covered Individual, or for the benefit of a Family Member of such Covered Individual; (3) vested shares under any deferred compensation plan; and (4) vested and unvested time-based restricted stock units, net of the estimated number of shares needed to pay the minimum tax withholding for those vested units. Shares of common stock underlying (i) unexercised options (whether vested or unvested) and (ii) unearned performance-vesting restricted stock units will not be considered Eligible Shares in determining whether a Covered Individual has met the applicable Guidelines.
If a Covered Individual fails to satisfy the Guidelines, the Board may take a number of actions as it determines appropriate, including prohibiting the Covered Individual from selling any shares acquired through the vesting or the exercise of stock awards, other than shares needed to pay applicable taxes and exercise prices, until the Guidelines are met.
Hedging and Pledging of Securities
As part of our Insider Trading Compliance Program (“Insider Trading Policy”), we require that our executive officers, directors and certain designated employees limit their transactions in our stock to defined time periods, subject to certain exceptions. We also require that executive officers, directors and certain designated employees notify, and receive approval from, a Company clearing officer prior to engaging in transactions in our stock and observe other restrictions designed to minimize the risk of apparent or actual insider trading. These restrictions apply to any entities or family members whose trading activities are controlled or influenced by such executive officer, director or employee.
Further, our Insider Trading Policy prohibits our directors and employees, including our executive officers, from engaging in short sales, transactions in put or call options, hedging of stock ownership positions, pledging Company stock as collateral for a loan, or other inherently speculative transactions with respect to our stock at any time.
Risk Assessment Concerning Compensation Practices and Policies
Our Compensation and Human Capital Committee has reviewed our compensation policies and practices to assess whether they encourage our employees to take inappropriate risks. After reviewing and assessing our compensation philosophy, policies and practices, including the mix of fixed and variable, short-term and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, our Compensation and Human Capital Committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our Company as a whole. Further, our Compensation and Human Capital Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; the mix of short-term compensation (in the form of base salary and an annual performance bonus opportunity, if any), and long-term compensation prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our stockholders.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
39
|
|
|
The Compensation and Human Capital Committee has reviewed and discussed with management the Compensation Discussion and Analysis (the “CDA”) contained in this proxy statement. Based on this review and discussion, the Compensation and Human Capital Committee has recommended to our Board of Directors that the CDA be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Jocelyn E. Carter-Miller (Chair)
Ralph E. Faison
Prashant (Sean) Aggarwal
Grady K Summers
* The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|
40
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
The following table sets forth certain information regarding the compensation of our named executive officers for services rendered in all capacities to Arlo for the years ended as of December 31st as indicated.
| |
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
|
|
| |
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
|
|
|
(1)
|
Mr. Binder joined the Company as Chief Financial Officer, effective September 26, 2022. Mr. Binder’s salary for 2022 reflects a partial year of service.
|
|
(2)
|
The amounts reported in this column represent the aggregate grant date fair value of stock awards granted to our named executive officers during the indicated year, as determined in accordance with the share-based payment accounting guidance under FASB ASC 718 (without regard to estimates of forfeitures). Refer to Note 2 in the Notes to Consolidated Financial Statements in Item 8 of Part II of the Annual Report for the assumptions used to estimate fair value at the grant date.
|
With respect to the performance-based equity awards granted during each year, the aggregate grant date fair value is based on the then-probable outcome of the applicable performance conditions, as determined under FASB ASC 718.
The grant date fair value of the CPS PSUs in 2023, assuming achievement of the maximum level of performance, was $4,922,500, $0, and $794,500 for Messrs. McRae, Binder, and Busse, respectively.
|
(3)
|
The amount for 2023 represents and includes amounts earned under our 2023 executive bonus plan, which were paid in the form of fully-vested RSUs in March 2024, and cash bonuses earned under our Executive Retention Plan, which were paid in May 2023. Refer to the “
Performance Bonus”
and
“Equity-based Incentives”
sections under the heading “Executive Compensation Program” for more details.
|
|
(4)
|
Includes a gift of $1,184 for each named executive officer and matching contributions under Arlo’s 401(k) plan (in 2023, $2,000 for each of Messrs. McRae and Binder). Refer to the “
401(k) Plan
” section below for more details.
|
|
(5)
|
Mr. McRae also received a benefit waiver amount of $1,200 and $14,250 in 2023 under Arlo’s inventor incentive program.
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
41
|
|
|
The following table shows for the fiscal year ended December 31, 2023, certain information regarding grants of plan-based awards to our named executive officers:
| | | | | |
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
|
| |
Estimated Future Payouts Under Equity
Incentive Plan Awards
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
#
|
| |
Grant Date
Fair Value of
Stock
Awards
(6)
($)
|
| ||||||||||||||
| |
Name
|
| |
Grant
Date
|
| |
Threshold
($)
|
| |
Target
(1)
($)
|
| |
Maximum
(2)
($)
|
| |
Threshold
#
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| ||||||
| |
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
|
| |||
|
(1)
|
For 2023, Messrs. McRae, Binder and Busse had the opportunity to earn a target annual performance bonus equal to 100%, 70% and 50% of their annual base salary, respectively.
|
|
(2)
|
The maximum payout any NEO could receive was 150% of target bonus in 2023.
|
|
(3)
|
The PSUs will vest in three substantially equal installments upon achievement of cumulative paid subscriber accounts of 3,000,000, 4,000,000 and 5,000,000, with a performance period end date of September 30, 2027.
|
|
(4)
|
Represent the second tranche of PSUs that vest upon achievement of 3,000,000 cumulative paid subscriber accounts under the Executive Retention Plan. An additional tranche of 500,000 stock units (for Mr. McRae) and 50,000 stock units (for Mr. Busse) will be granted following achievement of such goal, as described under “
Compensation Discussion and Analysis: Executive Retention Plan Awards
.”
|
|
(5)
|
The RSUs will vest in a series of four equal annual installments on the first four anniversaries of January 31, 2023, subject to the NEO’s continued status as an active service provider.
|
|
(6)
|
The amounts reported represent the aggregate grant date fair value of the RSUs and PSUs, as applicable, awarded to the NEOs during 2023, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs and PSUs, as applicable, reported in this column are set forth in Note 9 to our Consolidated Financial Statements for the year ended December 31, 2023 included in our Annual Report. The amounts reported in this column reflect the aggregate accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the NEOs upon the vesting/settlement of the RSUs or PSUs or any sale of the underlying shares of common stock. The grant date fair value of PSUs is based on probable achievement of the performance metrics at target.
|
|
42
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
The following table sets forth certain information regarding equity awards granted to our named executive officers that were outstanding as of December 31, 2023.
| | | | | | | |
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
|
| |
—
|
| |
$
—
|
|
| |
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
|
| |||
|
(1)
|
Calculated as the product of the closing price of our common stock on the NYSE on December 29, 2023 (the last market trading day in 2023), which was $9.52, and the number of shares subject to the applicable award.
|
|
(2)
|
The RSUs will vest in four equal annual installments during the period that begins on the RSU grant date.
|
|
(3)
|
The RSUs will vest in five equal annual installments during the period that begins on the RSU grant date.
|
|
(4)
|
The CB PSUs will vest in three equal annual installments during the period that begins on the CB PSU grant date based on achievement of a cash balance milestone. The number in the table above represents PSUs for which the milestone was achieved and which are now subject to service-based vesting.
|
|
(5)
|
The TSR PSUs will vest at the end of the four-year performance period that begins on the TSR PSUs grant date based on achievement of the common stock relative to the Benchmark during the four-year period from the grant date. The number reflected in the table above is the target number of shares that can be earned under the TSR PSUs.
|
|
(6)
|
The CEO PSUs will be eligible to vest over a four-year service vesting schedule measured in substantially equal quarterly installments that began on the CEO PSUs’ grant date in five equal tranches based on our achievement of certain average daily closing prices per share of the common stock during the performance period. The entries in the table above represents PSUs for which the stock price performance targets were achieved and which are now subject to service-based vesting, and the remaining PSUs for which the stock price performance targets have not yet been achieved.
|
|
(7)
|
The CPS PSUs will vest in three substantially equal installments upon achievement of cumulative paid subscriber accounts of 3,000,000, 4,000,000 and 5,000,000.
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
43
|
|
|
|
(8)
|
Represent the second tranche of PSUs that vest upon achievement of 3,000,000 cumulative paid accounts. An additional tranche of 500,000 stock units (for Mr. McRae) and 50,000 stock units (for Mr. Busse) will be granted following achievement of such goal, as described under “Compensation Discussion and Analysis: Executive Retention Plan Awards.”
|
|
(9)
|
The CPS PSUs granted to Mr. Binder will vest in three equal installments of 250,000 shares when we achieve the cumulative paid accounts of 3,000,000, 4,000,000, 5,000,000.
|
The following table shows for the fiscal year ended December 31, 2023, certain information regarding option exercised and stock vested during the last fiscal year with respect to our named executive officers. The amount shown under “Value Realized on Vesting” reflects the product of the fair market value of our common stock on the applicable vesting date multiplied by the number of shares subject to stock awards that vested and does not necessarily reflect proceeds actually received by the named executive officers.
| | | |
Option Awards
|
| |
Stock Awards
|
| |||||||
| |
Name
|
| |
Number of
Shares
Acquired
on Exercise
(#)
|
| |
Value Realized
on Exercise
($)
|
| |
Number of
Shares
Acquired
on Vesting
|
| |
Value Realized
on Vesting
($)
|
|
| |
Matthew McRae
|
| |
—
|
| |
$—
|
| |
2,413,596
|
| |
$17,753,249
|
|
| |
Kurtis Binder
|
| |
—
|
| |
$—
|
| |
173,616
|
| |
$
1,629,309
|
|
| |
Brian Busse
|
| |
—
|
| |
$—
|
| |
448,194
|
| |
$
2,903,683
|
|
Option Repricings and Equity Award Modifications
We did not engage in any repricings or other material modifications with respect to the outstanding equity awards held by or granted to our named executive officers during the fiscal year ended December 31, 2023.
The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2023.
| |
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
|
|
|
(1)
|
Includes 3,516,066 shares available for future issuance under the 2018 Plan and 1,818,444 shares available for future issuance under our 2018 Employee Stock Purchase Plan (the “2018 ESPP”).
|
|
(2)
|
Includes outstanding RSUs that do not carry an exercise price. Accordingly, the weighted average exercise price of outstanding options, warrants and rights (column (b)) excludes the grant of RSUs.
|
|
(3)
|
The number of shares of our common stock reserved under the 2018 Plan will increase on the first day of each fiscal year beginning on January 1, 2019 in an amount equal to the lesser of (1) four percent (4%) of our outstanding shares of common stock as of the last day of the immediately preceding fiscal year and (2) such number of shares as our board of directors may determine; provided, however, that such determination under clause (2) will be made no later than the last day of the immediately preceding fiscal year. The number of shares of our common stock available for issuance under our 2018 ESPP also automatically increases on the first day of each fiscal year beginning on January 1, 2019, in an amount equal to the least of: (1) 1,000,000 shares, (2) one percent (1%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (3) such number of shares as our board of directors may determine; provided, however, that such determination under clause (3) will be made no later than the last day of the immediately preceding fiscal year.
|
|
44
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
2018 Equity Incentive Plan
Our Board adopted and our stockholders approved the 2018 Plan, which became effective on August 1, 2018.
Initially, 7,500,000 shares of our common stock were available for issuance under the 2018 Plan. On December 31, 2018, 6,822,787 shares of our common stock were added to the 2018 Plan reserve as Adjusted Awards (as defined in the 2018 Plan). In addition, the number of shares of our common stock reserved under the 2018 Plan will increase on the first day of each fiscal year beginning on January 1, 2019 in an amount equal to the lesser of (1) four percent (4%) of our outstanding shares of common stock as of the last day of the immediately preceding fiscal year and (2) such number of shares as our board of directors may determine; provided, however, that such determination under clause (2) will be made no later than the last day of the immediately preceding fiscal year.
During the year ended December 31, 2022, the Compensation and Human Capital Committee of the Board of Directors (the “Committee”) unanimously approved amendments to the 2018 Plan to, among other things, reserve an additional 3,000,000 shares of our common stock to be used exclusively for grants of awards to individuals who were not previously employees or non-employee directors (or following a bona fide period of non-employment), as an inducement material to the individual’s entry into employment with us within the meaning of Rule 303A.08 of the New York Stock Exchange (the “NYSE”) Listed Company Manual (“Rule 303A.08”). The 2018 Plan was amended by the Committee without stockholder approval pursuant to Rule 303A.08.
On January 19, 2024, we registered an aggregate of up to 4,759,901 shares of common stock on a Registration Statement on Form S-8, including 3,807,921 shares issuable pursuant to the 2018 Plan that were automatically added to the shares authorized for issuance under the 2018 Plan and 951,980 shares issuable pursuant to the Employee Stock Purchase Plan (“ESPP”) that were automatically added to the shares authorized for issuance on January 1, 2024, both pursuant to an “evergreen” provision contained in the respective plans.
The 2018 Plan contains certain annual award limits, and the maximum number of shares and/or cash that may be issued to any one individual (other than any non-employee director) under the 2018 Plan in any fiscal year.
Under the 2018 Plan, no outside director may be granted, in any fiscal year, share-based awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) greater than $500,000, increased to $1,000,000 in the fiscal year of his or her initial service as an outside director, with each of the foregoing limits increased by $25,000 on January 1 of each year during the term of the 2018 Plan.
Stock Options
Each option granted under the 2018 Plan is evidenced by an award agreement specifying the number of shares subject to the option and the other terms and conditions of the option. The exercise price per share of each option may not be less than the fair market value of a share of our common stock on the date of grant (except if granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code). However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all of our classes of stock or any of our parent or subsidiary corporations must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant.
Options are exercisable at such times and under such conditions as the administrator determines and as set forth in the award agreement. Unless otherwise provided in the award agreement, an option subject to only time-based vesting will become fully vested upon termination of a participant’s service for retirement, disability, or death.
The maximum term of an option is specified in the award agreement, provided that options will have a maximum term of no more than ten years, and provided further that an incentive stock option granted to a 10% stockholder must have a term not exceeding five years.
The administrator determines and specifies in each award agreement, solely in its discretion, the post-termination exercise period applicable to an option following a participant’s terminating service with us or our applicable parent, subsidiary, or affiliate. In the absence of such a determination, a participant (or such other appropriate person) will be able to exercise the vested portion of an option for: (1) three months following the participant’s termination for reasons other than retirement, death, or disability, and (2) 12 months following the participant’s termination due to retirement, death, or disability. In no event, however, will an option be exercisable beyond its term.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
45
|
|
|
Restricted Stock Units
RSUs are stock awards under the 2018 Plan which represent a right to receive cash or shares of our common stock at a future date.
RSUs result in a payment to a participant only if the vesting criteria the administrator establishes are achieved or the awards otherwise vest. Unless otherwise provided in the award agreement, RSUs subject to only time-based vesting will become fully vested upon termination of a participant’s service for retirement, disability or death.
After the grant of RSUs, the administrator, in its sole discretion, may reduce or waive any restrictions (including vesting criteria) with respect to such RSUs. Payment of earned RSUs will be made as soon as practicable after the date set forth in the award agreement, and, in the administrator’s sole discretion, will be settled in cash, shares of our common stock, or in a combination of both (which will have an aggregate fair market value equal to the earned RSUs).
Performance Units
Performance units are RSUs that result in a payment to a participant only if specified performance objectives or other vesting provisions are achieved during a specified performance period. Each award of performance units is evidenced by an award agreement specifying the performance period during which achievement of applicable performance objectives or other vesting criteria will be measured and other terms and conditions of the award. Each performance unit has an initial value established by the administrator on or before the grant date.
The administrator sets performance objectives or other vesting provisions, which may be based upon achieving company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state securities laws or any other basis the administrator determines in its discretion.
After the applicable performance period has ended, the holder of performance units will be entitled to receive a payout of the number of performance units or shares earned by the participant over the performance period. The administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Payment of earned performance units or shares will be made as soon as practicable after the end of the applicable performance period, and, in the administrator’s sole discretion, will be made in cash, in shares of equivalent value or any combination of both (which will have an aggregate fair market value equal to the earned performance units or shares at the close of the applicable performance period). A participant will forfeit all performance units or shares that are unearned or unvested as of the date set forth in the award agreement.
Change in Control
The 2018 Plan provides that, in the event of a “change in control” (as defined in the 2018 Plan), each award will be treated as the administrator determines, including that: (1) awards may be assumed or substantially equivalent awards will be substituted by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments to the number and kind of shares and prices; (2) upon written notice to a participant, that the participant’s awards will terminate upon or immediately before the completion of such change in control; (3) outstanding awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an award will lapse, in whole or in part, before or upon completion of such change in control, and, to the extent the administrator determines, terminate upon or immediately before the effectiveness of such merger or change in control; (4) (a) awards will be terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date the transaction occurs, or (b) awards will be replaced with other rights or property the administrator selects in its sole discretion; or (5) any combination of the foregoing. The administrator will not be required to treat all awards similarly in the transaction.
An award will not be considered assumed or substituted for unless: (1) the replacement award is the same type as the replaced award, (2) the replacement award has a value equal to the value of the replaced award as determined by the Compensation and Human Capital Committee in its discretion, (3) if the replaced award was equity-based, the replacement award relates to our publicly traded securities or the publicly traded securities of the surviving entity following the change in control, (4) the replacement award contains terms relating to vesting that are substantially identical to those of the replaced award and (5) if the terms and conditions of the replacement award are not less favorable to the participant than the terms and conditions of the replaced award as of the date of the change in control.
If the successor corporation does not assume or substitute for the award, options and stock appreciation rights will become fully vested and exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, for awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all
|
46
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
other terms and conditions will be deemed met. In addition, if an option or stock appreciation right is not assumed or substituted for, the administrator will notify the participant that the option or stock appreciation right will be exercisable for a period of time the administrator determines in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.
With respect to awards granted to our non-employee directors, in the event of a change in control, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and restricted stock units will lapse, and, for awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all other terms and conditions met.
Termination or Amendment
The 2018 Plan will automatically terminate ten years from August 1, 2018, unless terminated earlier by our Board. The administrator may amend, alter, suspend or terminate the 2018 Plan at any time, provided that no amendment may be made without stockholder approval to the extent approval is necessary or desirable to comply with any applicable laws. In addition, no amendment, alteration, suspension or termination may materially impair the rights of any participant unless mutually agreed in writing otherwise between the participant and the administrator.
Adjusted Awards
With respect to any adjusted awards, to the extent that the terms of the 2018 Plan are inconsistent with the terms of the adjusted award, the terms of the adjusted award are governed by the applicable plan under which the adjusted award was granted and the award agreement pursuant to which the adjusted award was granted.
2018 Employee Stock Purchase Plan
Our Board has adopted and our stockholders have approved the 2018 ESPP, which became effective upon the completion of our initial public offering in August 2018.
The 2018 ESPP provides our eligible employees with an opportunity to purchase shares of our common stock through accumulated payroll deductions. We believe that allowing our employees to participate in the 2018 ESPP provides them with a further incentive to ensure our success and accomplish our corporate goals.
On August 1, 2018, in connection with our initial public offering, we reserved a total of 1,500,000 shares of common stock for issuance under the 2018 ESPP. The number of shares of our common stock available for issuance under our 2018 ESPP also automatically increases on the first day of each fiscal year beginning on January 1, 2019, in an amount equal to the least of: (1) 1,000,000 shares, (2) one percent (1%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (3) such number of shares as our board of directors may determine; provided, however, that such determination under clause (3) will be made no later than the last day of the immediately preceding fiscal year.
Eligibility
Generally, each of our common law employees whose customary employment with us is at least twenty (20) hours per week and more than five (5) months in a calendar year is eligible to participate in the 2018 ESPP; except that no employee will be granted an option under the 2018 ESPP (1) to the extent that, immediately after the grant, such employee would own or have the right to purchase five percent (5%) or more of the total combined voting power or value of all classes of our capital stock or any of our parents or subsidiaries, or (2) to the extent that his or her rights to purchase stock under all of our 2018 ESPP accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.
Offering Periods and Purchases
Unless the administrator determines otherwise, each offering period during which an option granted pursuant to the 2018 ESPP may be exercised will have a duration of approximately six (6) months.
Unless and until the administrator determines otherwise, the per share purchase price is eighty-five percent (85%) of the fair market value of a share of common stock on the offering date or the exercise date, whichever is lower; provided, however, that the purchase price may be adjusted by the administrator.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
47
|
|
|
The number of whole shares of common stock that a participant may purchase in each offering period is determined by dividing the total amount of payroll deductions withheld from the participant’s compensation during that offering period by the purchase price.
Termination of Employment/Change in Control
Upon termination of a participant’s employment for any reason, including death or disability, he or she shall be deemed to have elected to withdraw from the 2018 ESPP and any payroll deductions credited to the participant’s account (to the extent not yet used to purchase shares of our common stock) shall be returned to the participant or, in the case of death, to the person or persons entitled thereto as provided in the 2018 ESPP, and such participant’s option will automatically be terminated.
In the event of a “change in control,” as defined in the 2018 ESPP, each option under the 2018 ESPP will be assumed or an equivalent option will be substituted by the successor corporation or a parent or subsidiary of such successor corporation. In the event the successor corporation refuses to assume or substitute for the options, any offering periods then in progress will be shortened by setting a new exercise date on which such offering period will end. The new exercise date will occur prior to the change of control. Further, the administrator will notify each participant in writing, at least ten business days prior to the new exercise date, that the exercise date has been changed to the new exercise date and that the participant’s option will be exercised automatically on the new exercise date, unless the participant has already withdrawn from the offering period.
Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused vacation, as applicable.
Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control
Upon a termination without cause or resignation with good reason that occurs during the one month prior to or 12 months following a change in control, Messrs. McRae, Binder, and Busse would be entitled to (1) lump-sum cash severance equal to a multiple (2 times for Mr. McRae and 1 times for Messrs. Binder and Busse) of the sum of the executive officer’s annual base salary and target annual bonus, (2) a number of months (24 for Mr. McRae and 12 for Messrs. Binder and Busse) of premium payments for health benefits continuation and (3) vesting of all outstanding, unvested time-based equity awards and PSUs for Mr. McRae (in the case of TSR PSUs, only to the extent the performance goals for such awards are determined achieved as of such change in control) and for Messrs. Binder and Busse vesting of all outstanding, unvested time-based equity awards and PSUs (in the case of TSR PSUs, only to the extent the performance goals for such awards are determined achieved as of such change in control). The above severance payments are conditioned upon the execution and non-revocation of a release of claims.
In addition to the severance benefits described above, the named executive officers’ Retention Bonus and CPS PSUs granted in 2023 (as described above under “Compensation Discussion and Analysis — Executive Retention Plan”) provide for conversion and acceleration. In the event of a “Change in Control” (as defined in our 2018 Plan) during the performance period, the right to receive any remaining Retention Bonus and CPS PSUs (or value thereof) not previously paid or granted, respectively, shall be converted to a time-based right over the remainder of the performance period, payable and vesting, as applicable, in equal installments on a quarterly basis following such Change in Control, subject to continued employment with the surviving company in such Change in Control. In the event of certain qualifying terminations related to a Change in Control during such remaining performance period, the payment and vesting of such converted award rights will accelerate in full, subject to satisfaction of certain conditions by a participant, including the execution and non-revocation of a release of claims.
The agreements do not provide for any excise tax gross ups. If the merger-related payments or benefits of Messrs. McRae, Binder, and Busse are subject to the excise tax under Section 4999 of the Code, then the executive officer will either receive all such payments and benefits subject to the excise tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after-tax outcome for the executive officer.
Involuntary Termination Without Cause or Resignation without a Change in Control
Upon a termination without cause or resignation with good reason that does not occur during the period beginning one month prior to, and ending 12 months following a change in control, Messrs. McRae, Binder, and Busse are each entitled to (1) cash severance equal to the executive officer’s annual base salary and, for Messrs. McRae and Binder, an additional amount equal to their target annual bonus, (2) 12 months of premiums for health benefits continuation and (3) accelerated vesting of any unvested equity awards that would have vested during the 12 months following the termination date for Messrs. McRae, Binder, and Busse.
|
48
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
Further, if during the performance period, a participant is subject to certain qualifying terminations not related to a change in control, Messrs. McRae and Busse will each be entitled to the next incremental Retention Bonuses under the Executive Retention Plan and Messrs. McRae, Binder, and Busse will each be entitled to the acceleration of vesting of the next incremental CPS PSUs that would otherwise have been vested had the next applicable milestone been satisfied.The aforementioned payments and accelerations are subject to satisfaction of certain conditions by a participant, including the execution and non-revocation of a release of claims.
The following table shows the potential payments upon termination of employment or a change in control for the named executive officers. The table assumes that the triggering event took place on December 31, 2023. The closing market price of a share of our common stock on December 29, 2023 (the last trading day of 2023) was $9.52.
| |
Name
|
| |
Benefit
|
| |
Involuntary Termination
Without Cause or
Resignation for Good Reason
in Connection with a
Change in Control ($)
|
| |
Involuntary Termination
Without Cause Not in
Connection with a
Change in Control ($)
|
|
| |
Matthew McRae
|
| |
Severance Payments
|
| |
$
3,160,000
|
| |
$
1,580,000
|
|
| |
Vesting Acceleration
|
| |
40,665,727
(1)
|
| |
11,936,014
|
| |||
| |
Retention Bonus Acceleration
|
| |
4,000,000
|
| |
1,000,000
|
| |||
| |
COBRA Payments
|
| |
72,779
|
| |
36,389
|
| |||
| |
Benefit Total
|
| |
$47,898,506
|
| |
$14,552,403
|
| |||
| |
Kurtis Binder
|
| |
Severance Payments
|
| |
$
850,000
|
| |
$
500,000
|
|
| |
Vesting Acceleration
|
| |
12,852,000
|
| |
3,808,000
|
| |||
| |
COBRA Payments
|
| |
54,584
|
| |
36,389
|
| |||
| |
Benefit Total
|
| |
$ 13,756,584
|
| |
$
4,344,389
|
| |||
| |
Brian Busse
|
| |
Severance Payments
|
| |
$
585,000
|
| |
$
390,000
|
|
| |
Vesting Acceleration
|
| |
5,883,322
|
| |
1,537,147
|
| |||
| |
Retention Bonus Acceleration
|
| |
400,000
|
| |
100,000
|
| |||
| |
COBRA Payments
|
| |
54,065
|
| |
36,043
|
| |||
| |
Benefit Total
|
| |
$
6,922,387
|
| |
$
2,063,190
|
|
|
(1)
|
The value above includes an assumption that all CEO PSUs will vest, with the value calculated, based on the closing stock price on the last trading day of December 2023.
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
49
|
|
|
Item 402(v) Pay Versus Performance
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation and Human Capital Committee view the link between the Company’s performance and named executive officer pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the Compensation Discussion and Analysis beginning on page
27
.
Required Tabular Disclosure of Pay Versus Performance
The following table reports the compensation of our principal executive officer (“PEO”) and the average compensation of the other named executive officers (“NEO”) as disclosed in the Summary Compensation Table (“SCT”) for the past three fiscal years, as well as their “compensation actually paid,” as defined and calculated pursuant to Item 402(v) of Regulation S-K, and certain performance measures required by the rules. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income (loss), and non-GAAP operating income (loss). Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.
| | | | | | | | | | | |
Value of initial fixed $100
investment based on:
|
| | | | | ||||||||||
| |
Year
(1)
|
| |
Summary
compensation
table total for
PEO
|
| |
Compensation
actually paid
to PEO
(2)
|
| |
Average SCT
total for
Non-PEO NEOs
|
| |
Average
compensation
actually paid
to Non-PEO
NEOs
(2)
|
| |
Arlo total
shareholder
return
(3)
|
| |
Peer group
total
shareholder
return
(3)
|
| |
Net income
(loss)
(in thousands)
(4)
|
| |
Non-GAAP
operating
income (loss)
(in thousands)
(5)
|
|
| |
2023
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$(
|
| |
$
|
|
| |
2022
|
| |
$
|
| |
$
(
|
| |
$
|
| |
$
(
|
| |
$
|
| |
$
|
| |
$(
|
| |
$
(
|
|
| |
2021
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$(
|
| |
$(
|
|
|
(1)
|
|
|
(2)
|
Represents compensation actually paid to Mr. McRae and the average amount paid to our non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McRae’s total compensation and average total reported compensation for our non-PEO NEOs as a group for each year as reported in the Summary Compensation Table to determine the CAP.
|
| |
Year and
position
|
| |
Summary
compensation
table total
|
| |
Less:
Grant date
fair value
of equity
awards
reported in the
summary
compensation
table
|
| |
Plus:
Fair value of
equity awards
granted during
the year that
remain
unvested as of
year end
|
| |
Plus:
Fair value of
equity awards
granted during
the year that
vested during
the year
|
| |
Change in fair
value of prior
years’ equity
awards that
outstanding
and unvested
as of year
end
|
| |
Change in fair
value of prior
years’ equity
awards
vested during
the year*
|
| |
Less:
Fair value of
prior years’
equity
awards that
failed to
meet
vesting
conditions
|
| |
Compensation
actually paid
|
|
| |
PEO
|
| ||||||||||||||||||||||||
| |
2023
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
2022
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$(
|
| |
$
(
|
| |
$
|
| |
$
(
|
|
| |
2021
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
(
|
| |
$
|
| |
$
|
|
| |
Average Non-PEO Named Executive Officers
|
| ||||||||||||||||||||||||
| |
2023
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
2022
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
(
|
| |
$
(
|
| |
$
|
| |
$
(
|
|
| |
2021
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
(
|
| |
$
|
| |
$
|
|
|
*
|
Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. We use the closing price on the applicable date as a basis for fair value. Fair values for each PSU award are measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718), and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
|
|
(3)
|
Arlo TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. Peer Group TSR is calculated based on the Russell 2000 Index, which is used for purposes of Item 201(e) of Regulation S-K.
|
|
50
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
|
(4)
|
Net income (loss) as reported in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, 2022, and 2021.
|
|
(5)
|
As required by Item 402(v) of Regulation S-K, we have determined that
|
Required Tabular Disclosure of Most Important Financial Performance Measures
Listed below are the financial measures that in our assessment represent the most important performance measures we use to link CAP for the last fiscal year to company performance:
|
•
|
|
|
•
|
|
|
•
|
|
|
•
|
|
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the Russell 2000 Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable years.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
51
|
|
|
All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
|
52
|
| |
|
|
|
EXECUTIVE COMPENSATION
|
|
The following table sets forth certain information regarding the ownership of the common stock as of March 8, 2024 by: (i) each director; (ii) each of our named executive officers; (iii) all of our executive officers and directors as a group; and (iv) all those known to be beneficial owners of more than 5% of our stock.
The following table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 97,030,695 shares outstanding on March 8, 2024, adjusted as required by rules promulgated by the SEC. Unless otherwise indicated, the address for the following beneficial owners is: c/o Arlo Technologies, Inc., 2200 Faraday Ave., Suite #150, Carlsbad, California 92008.
| | | |
Beneficial Ownership
|
| ||||||||||
| |
Name of Beneficial Owner
|
| |
Number of
Shares of
Common
Stock
Beneficially
Owned
|
| |
Number of
Shares
Underlying
Equity
Awards
Beneficially
Owned
(4)
|
| |
Total Shares
Beneficially
Owned
|
| |
Percentage of
Total Shares
Beneficially
Owned
|
|
| |
Greater than 5% stockholders
|
| | | | | | | | | ||||
| |
BlackRock, Inc.
(1)
|
| |
14,541,129
|
| |
—
|
| |
14,541,129
|
| |
15.0%
|
|
| |
The Vanguard Group, Inc.
(2)
|
| |
9,556,442
|
| |
—
|
| |
9,556,442
|
| |
9.8%
|
|
| |
PRIMECAP Management Company
(3)
|
| |
4,876,641
|
| |
—
|
| |
4,876,641
|
| |
5.0%
|
|
| |
Directors and Named Executive Officers
|
| | | | | | | | | ||||
| |
Matthew B. McRae
|
| |
1,623,855
|
| |
620,518
|
| |
2,244,373
|
| |
2.3%
|
|
| |
Kurtis Binder
|
| |
102,680
|
| |
—
|
| |
102,680
|
| |
*
|
|
| |
Brian Busse
|
| |
506,747
|
| |
91,699
|
| |
598,446
|
| |
*
|
|
| |
Ralph E. Faison
|
| |
343,367
|
| |
—
|
| |
343,367
|
| |
*
|
|
| |
Jocelyn E. Carter-Miller
|
| |
107,383
|
| |
—
|
| |
107,383
|
| |
*
|
|
| |
Grady K. Summers
|
| |
175,173
|
| |
—
|
| |
175,173
|
| |
*
|
|
| |
Prashant (Sean) Aggarwal
|
| |
27,397
|
| |
—
|
| |
27,397
|
| |
*
|
|
| |
Amy M. Rothstein
|
| |
81,642
|
| |
10,000
|
| |
91,642
|
| |
*
|
|
| |
Catriona M. Fallon
|
| |
54,187
|
| |
—
|
| |
54,187
|
| |
*
|
|
| |
All current executive officers and directors as a group (9 persons)
|
| |
3,022,431
|
| |
722,217
|
| |
3,744,648
|
| |
3.8%
|
|
|
*
|
Less than one percent.
|
|
(1)
|
Information regarding BlackRock, Inc. (“BlackRock”) is based solely on a Schedule 13G/A filed by BlackRock with the SEC on January 22, 2024. BlackRock’s address is 50 Hudson Yards, New York, NY 10001. The Schedule 13G/A indicates that BlackRock has sole voting power with respect to 14,438,199 shares of common stock and sole dispositive power with respect to all of its shares of common stock.
|
|
(2)
|
Information regarding The Vanguard Group, Inc. (“Vanguard”) is based solely on a Schedule 13G/A filed by Vanguard with the SEC on February 13, 2024. Vanguard’s address is 100 Vanguard Blvd, Malvern, PA 19355. The Schedule 13G/A indicates that Vanguard has no sole voting power with respect to its shares of common stock and sole dispositive power with respect to 9,319,208 shares of common stock.
|
|
(3)
|
Information regarding PRIMECAP Management Company (“PMC”) is based solely on a Schedule 13G/A filed by PMC with the SEC on February 12, 2024. PMC’s address is 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105. The Schedule 13G/A indicates that PMC has sole voting power with respect to 4,430,341 shares of common stock and sole dispositive power with respect to all of its shares of common stock.
|
|
(4)
|
The SEC deems a person to have beneficial ownership of all shares that he or she has the right to acquire within 60 days. The shares indicated represent shares underlying stock options exercisable and the restricted stock units (“RSUs”) vesting within 60 days of March 8, 2024.
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
53
|
|
|
|
|
|
|
|
|
AUDIT MATTERS
|
|
|
|
|
|
|
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with our management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in our Annual Report.
Catriona Fallon (Chair)
Jocelyn E. Carter-Miller
Prashant (Sean) Aggarwal
Amy Rothstein
*
The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|
54
|
| |
|
|
|
AUDIT MATTERS
|
|
The following table represents aggregate professional services fees billed by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2023 and 2022:
| | | |
2023
|
| |
2022
|
| |
| |
Audit Fees
|
| |
$
2,901,267
|
| |
$
1,777,332
|
|
| |
Tax Fees
|
| |
69,955
|
| |
95,250
|
|
| |
All Other Fees
|
| |
2,000
|
| |
900
|
|
| |
Total Fees
|
| |
$2,973,222
|
| |
$1,873,482
|
|
Audit Fees.
Consist of fees incurred for professional services by PricewaterhouseCoopers LLP for audit and quarterly review of our financial statements and related services that are normally provided in connection with statutory and regulatory filings or engagements.
Audit-Related Fees.
There were no audit-related fees incurred in the fiscal years ended December 31, 2023 and 2022.
Tax Fees.
Consists of fees incurred for professional services including assistance regarding federal, state and international tax compliance and related services, as well as professional services for tax advice and tax planning.
All Other Fees.
Consists of fees incurred for use of an online disclosure checklist and accounting research tool provided by PricewaterhouseCoopers LLP.
All fees described above were pre-approved by our Audit Committee.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
55
|
|
|
|
|
|
|
|
|
PROPOSALS TO BE VOTED ON DURING THE MEETING
PROPOSAL ONE
|
|
|
|
|
|
|
|
ELECTION OF DIRECTORS
|
The Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.
The Board presently has seven members. There are two Class III directors whose term of office expires in 2024: Mr. McRae was previously elected by the stockholders and Ms. Fallon was previously elected by the Board. Proxies may not be voted for a greater number of persons than the number of nominees named in this Proxy Statement, which is two. Mr. McRae and Ms. Fallon, each a current director, were each recommended for nomination to the Board at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board. If elected at the Annual Meeting, Mr. McRae and Ms. Fallon would each serve until the 2027 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation, or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. All of our directors attended our 2023 Annual Meeting of Stockholders.
Directors are elected at the Annual Meeting by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. Because we have not received notice from any stockholders that they intend to nominate candidates for election as directors at the Annual Meeting, we expect that the nominees will be elected at the Annual Meeting. However, the Board has adopted a Majority Voting in Uncontested Elections Policy pursuant to which any nominee for director at the Annual Meeting would be required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee if such nominee for director receives a greater number of “Withhold” votes than votes “For” at such Annual Meeting. For more information on this policy see the section titled “Information Regarding the Board of Directors and Corporate Governance—Corporate Governance Guidelines.”
|
56
|
| |
|
|
|
PROPOSAL ONE
|
|
Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting
| |
|
| |
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.
|
|
| |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NAMED NOMINEES.
|
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
57
|
|
|
|
|
|
|
|
|
PROPOSAL TWO
|
|
|
|
|
|
|
|
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
The Audit Committee has appointed Deloitte Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024 on March 27, 2024. Deloitte has been engaged as our independent registered public accounting firm effective April 13, 2024. Although ratification of the appointment of Deloitte by our stockholders is not required by our amended and restated bylaws or other governing documents, the Board is submitting the appointment of Deloitte to our stockholders for ratification as a matter of good corporate governance. If the appointment is not ratified, the Audit Committee will, but is not obligated to, consider whether it is appropriate to appoint another independent registered public accounting firm.
PricewaterhouseCoopers LLP (“PwC”) served as our independent registered public accounting firm for the fiscal year ended December 31, 2023. We expect representatives of both Deloitte and PwC to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions by stockholders.
Changes in Certifying Accountant
We conducted a competitive process to determine our independent registered public accounting firm for the fiscal year ending December 31, 2024. Following a review and evaluation of the proposals from the participating firms, on March 27, 2024, the Audit Committee dismissed PwC as our independent registered public accounting firm effective immediately.
The audit report of PwC on our consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through March 27, 2024, there were (1) no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between us and PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreement in their reports on the financial statements for such years; and (2) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that, as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 10-K”) we reported a material weakness in internal control over financial reporting identified by management in the area of Information Technology General Controls related to (i) user access and segregation of duty controls that restrict user and privileged access to appropriate personnel; (ii) program change management controls; and (iii) certain computer operations controls.
On March 27, 2024, the Audit Committee appointed Deloitte as our new independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately.
During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through March 27, 2024, neither we, nor any party on behalf of us consulted with Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and no written report or oral advice was provided to us by Deloitte that Deloitte concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
The charter of the Audit Committee requires the Audit Committee to submit its appointment of Deloitte as our independent registered public accounting firm to the stockholders for their non-binding ratification. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.
|
58
|
| |
|
|
|
PROPOSAL TWO
|
|
The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the appointment of Deloitte.
Pre-Approval Policies and Procedures
Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services up to specified amounts. Pre-approval may also be given as part of our Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of our Audit Committee members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
Our Audit Committee has determined that the rendering of services other than audit services by Deloitte is compatible with maintaining the principal accountant’s independence.
| |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL TWO.
|
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
59
|
|
|
|
|
|
|
|
|
PROPOSAL THREE
|
|
|
|
|
|
|
|
ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
|
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this Proxy Statement. The compensation of the Company’s named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, our Compensation and Human Capital Committee designs our executive compensation program to emphasize variable, at-risk pay that is intended to align the interests of our executives with those of our stockholders. Compensation of the Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.
Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, included in the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
Because the vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation and Human Capital Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter at the annual meeting.
| |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL THREE.
|
|
|
60
|
| |
|
|
|
|
|
|
|
|
|
PROPOSAL FOUR
|
|
|
|
|
|
|
|
ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION
|
The Dodd-Frank Act and Section 14A of the Exchange Act also enable the Company’s stockholders, at least once every six years, to indicate their 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 in the Company’s Proxy Statement. In accordance with the Dodd-Frank Act, the Company is asking stockholders to indicate whether they would prefer an advisory vote every year, every other year or every three years. Alternatively, stockholders may abstain from casting a vote. For the reasons described below, the Board recommends that the stockholders select a frequency of one year.
After considering the benefits and consequences of each alternative, the Board recommends that the advisory vote on the compensation of the Company’s named executive officers be submitted to the stockholders every year.
The Board believes that an annual advisory vote on the compensation of the Company’s named executive officers will allow stockholders to annually express their views on our compensation program for named executive officers. Accordingly, the Board is asking stockholders to indicate their preferred voting frequency by voting for one, two or three years or abstaining from voting on this proposal. The alternative among one year, two years or three years will be deemed selected by the stockholders if it receives affirmative votes of the holders of a majority of shares present virtually or represented by proxy and entitled to vote on the matter. However, if none of the proposed voting frequencies receives affirmative votes of the holders of a majority of shares present virtually or represented by proxy and entitled to vote on the matter, the Company will consider the frequency receiving the highest number of affirmative votes to be the frequency preferred by the stockholders and will be the alternative selected. The following resolution will be submitted to the stockholders for a vote at the annual meeting:
“RESOLVED, that the frequency of every year is hereby APPROVED as the frequency preferred by stockholders for the solicitation of advisory stockholder approval of the compensation paid to the Company’s named executive officers.”
While the Board believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of the Company’s executive officer compensation practices should be held every year, every other year or every three years.
The Board and the Compensation and Human Capital Committee value the opinions of the stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the Board will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on the Board or the Company, the Board may decide that it is in the best interests of the stockholders that the Company hold an advisory vote on executive compensation more or less frequently than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of the Company or the Board.
| |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF “ONE YEAR” ON PROPOSAL FOUR.
|
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
61
|
|
|
|
|
|
|
|
|
OTHER MATTERS
|
|
|
|
|
|
|
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
A copy of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2023 is available without charge upon written request to: Arlo Technologies, Inc., Attn: Corporate Secretary, 2200 Faraday Ave., Suite #150, Carlsbad, California 92008.
|
62
|
| |
|
|
|
|
|
|
|
|
|
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
|
|
|
|
|
|
|
Why did I receive a notice regarding the availability of proxy materials on the internet?
A:
|
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice because the Board of Arlo Technologies, Inc. is soliciting your proxy to vote at the 2024 Annual Meeting, including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. You are invited to virtually attend the Annual Meeting to vote on the proposals described in this proxy statement. The Annual Meeting will be held virtually on June 21, 2024, at 9:30 a.m., Pacific Time. You can attend the Annual Meeting online by visiting http://www.virtualshareholdermeeting.com/ARLO2024, where you will be able to listen to the meeting live, submit questions and vote online. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return your proxy card that you may request or that we may elect to deliver at a later time or follow the instructions below to submit your proxy over the telephone or through the internet.
|
We intend to mail the Notice on or about April 26, 2024 to all stockholders of record entitled to vote at the Annual Meeting.
Q:
Will I receive any other proxy materials by mail?
A:
We may send you a proxy card, along with a second Notice, on or after May 2, 2024.
Q:
Why are we holding a virtual Annual Meeting?
A:
|
We have decided to hold our Annual Meeting virtually again this year, which will be conducted via live audio webcast and online stockholder tools. We believe that our virtual Annual Meeting enables more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, reduces the environmental impact of our Annual Meeting, and provides for cost savings to us and our stockholders. During the Annual Meeting, we will answer appropriate questions submitted during the Annual Meeting to the extent relevant to the business of the Annual Meeting, and as time permits.
|
Q:
How do I attend the Annual Meeting?
A:
|
The Annual Meeting will be held online on Friday June 21, 2024, at 9:30 a.m., Pacific Time. You will be able to attend and participate in the Annual Meeting online by visiting http://www.virtualshareholdermeeting.com/ARLO2024, where you will be able to listen to the meeting live, submit questions and vote. You will not be able to attend the Annual Meeting in person. Information on how to vote at the Annual Meeting is discussed below. The Annual Meeting webcast will begin promptly at 9:30 a.m., Pacific Time. We encourage you to access the webcast prior to the start time. Online check-in will begin at 9:15 a.m., Pacific Time, and you should allow ample time for the check-in procedures.
|
Q:
What do I need in order to be able to participate in the virtual Annual Meeting?
A:
|
You will need the 16-digit control number included on your Notice in order to be able to vote your shares or submit questions during the Annual Meeting. Instructions on how to connect to the Annual Meeting and participate via the internet, including how to demonstrate proof of stock ownership, are posted at http://www.virtualshareholdermeeting.com/ARLO2024. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions.
|
We will have technicians ready to assist you with any technical difficulties you may encounter accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting login page.
Q:
Who can vote at the Annual Meeting?
A:
|
Only stockholders of record at the close of business on April 22, 2024 will be entitled to vote at the Annual Meeting. On this record date, there were 97,279,214 shares of common stock outstanding and entitled to vote. A complete list of stockholders entitled to vote at the Annual Meeting will be available for a period of ten days ending the day prior to the Annual Meeting at our principal executive offices located at 2200 Faraday Ave., Suite #150, Carlsbad, California 92008. In addition, the list of stockholders will also be available during the Annual Meeting on the virtual meeting site at http://www.virtualshareholdermeeting.com/ARLO2024.
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
63
|
|
|
Stockholder of Record: Shares Registered in Your Name
If, on April 22, 2024, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or on the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time as instructed below to ensure your vote is counted. If you submit your proxy telephonically or over the internet, you must do so no later than 11:59 p.m., Eastern Time on June 20, 2024. Stockholders who attend the Annual Meeting should follow the instructions at http://www.virtualshareholdermeeting.com/ARLO2024 to vote online during the Annual Meeting.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on April 22, 2024, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since 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 your broker or other agent.
Q:
What am I voting on?
A:
There are four matters scheduled for a vote:
|
•
|
Proposal One: Election of the two Class III directors named herein to hold office until the 2027 annual meeting of stockholders;
|
|
•
|
Proposal Two: Ratification of the appointment by the Audit Committee of Deloitte as the independent registered public accounting firm for the fiscal year ending December 31, 2024;
|
|
•
|
Proposal Three: Advisory approval of the compensation of our named executive officers; and
|
|
•
|
Proposal Four: Advisory indication of the preferred frequency of stockholder advisory votes on the compensation of our named executive officers.
|
Q:
What if another matter is properly brought before the Annual Meeting?
A:
|
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
|
Q:
How do I vote?
A:
|
You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.
|
The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote online at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.
|
•
|
VOTE ONLINE AT THE ANNUAL MEETING:
To vote online during the Annual Meeting, please go to http://www.virtualshareholdermeeting.com/ARLO2024. You will be asked to provide the 16-digit control number included on your Notice. Once you have logged into the Annual Meeting, please follow the instructions to vote your shares. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions.
|
|
64
|
| |
|
|
|
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
|
|
|
•
|
VOTE BY PHONE:
To vote over the telephone, dial toll-free 1-800-690-6903 using any touch-tone telephone and follow the recorded instructions. You will be asked to provide the 16-digit control number from the Notice. Your telephone vote must be received by 11:59 p.m., Eastern Time on June 20, 2024 to be counted.
|
|
•
|
VOTE BY INTERNET:
You may vote by completing an electronic proxy card at
www.proxyvote.com
. You will be asked to provide the 16-digit control number from the Notice. Your internet vote must be received by 11:59 p.m., Eastern Time on June 20, 2024 to be counted.
We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
|
|
•
|
VOTE BY PROXY CARD:
To vote using a proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
|
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your brokerage firm, bank, dealer or other agent, you should have received a Notice containing voting instructions from that organization rather than from Arlo. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote at the Annual Meeting, you must obtain a valid proxy from your brokerage firm, bank, dealer or other agent. Follow the instructions from your broker or bank, or contact your broker or bank to request a proxy form.
Q:
How many votes do I have?
A:
|
On each matter to be voted upon, you have one vote for each share of common stock you own as of the close of business on April 22, 2024.
|
Q:
|
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
|
A:
|
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted.
|
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all of the nominees for Class II directors and “For” the ratification of the selection by the Audit Committee of Deloitte as the independent registered public accounting firm for the fiscal year ending December 31, 2024. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Q:
|
If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?
|
A:
|
If you are a beneficial owner and do not instruct your brokerage firm, bank, dealer or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is considered to be a routine matter under applicable rules. Under the rules of NYSE, brokers, banks and other intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. Under applicable NYSE rules and interpretations, non-routine matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, without your instructions, your broker or nominee may not vote your shares on Proposals One, Three or Four, but may vote your shares on Proposal Two.
|
If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you
must
provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
65
|
|
|
Q:
Who is paying for this proxy solicitation?
A:
|
Arlo will pay for the entire cost of soliciting proxies. In addition to these proxy materials, Arlo’s directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, dealers or other agents for the cost of forwarding proxy materials to beneficial owners.
|
Q:
What does it mean if I receive more than one Notice?
A:
|
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notice to ensure that all of your shares are voted.
|
Q:
Can I change my vote after submitting my proxy?
A:
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
|
•
|
You may submit another properly completed proxy card with a later date.
|
|
•
|
You may grant a subsequent proxy by telephone or through the internet.
|
|
•
|
You may send a timely written notice that you are revoking your proxy to Arlo’s Corporate Secretary at 2200 Faraday Ave., Suite #150, Carlsbad, California 92008.
|
|
•
|
You may attend the Annual Meeting and vote online at that time. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
|
Your most recent proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your brokerage firm, bank, dealer or other agent as a nominee, you should follow the instructions provided by such brokerage firm, bank, dealer or other agent.
Q:
When are stockholder proposals and director nominations due for next year’s annual meeting?
A:
|
To be considered for inclusion in our proxy materials for next year’s annual meeting, your proposal must be submitted in writing by December 27, 2024, to the attention of the Corporate Secretary of Arlo, 2200 Faraday Ave., Suite #150, Carlsbad, California 92008. If we hold next year’s annual meeting more than 30 days before or after June 21, 2025 (the one-year anniversary date of the Annual Meeting), we will disclose the new deadline by which stockholder proposals must be received to be considered for inclusion in our proxy statement for that annual meeting under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform stockholders. Stockholder proposals are subject to applicable rules under the Exchange Act. The timely submission of such a proposal (including a director nomination) does not guarantee its inclusion in our proxy materials. In addition, the amended and restated bylaws establish an advance notice procedure for stockholders who wish to bring forth a proposal, including a director nomination, before an annual meeting of stockholders but which are not included in our proxy statement. If you wish to submit such a proposal (including a director nomination) that is to be brought before next year’s annual meeting, you must do so between January 22, 2025 and February 21, 2025. In the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder must be received not later than the close of business on the tenth day following the day notice of the date of the meeting was mailed or public disclosure was made, whichever occurs first. You are also advised to review the amended and restated bylaws, which contain additional requirements relating to advance notice of stockholder proposals and director nominations. The timely submission of such a proposal (including a director nomination) does not guarantee it will be brought before the annual meeting.
|
In addition to satisfying the foregoing requirements under our amended and restated bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth any additional information required by Rule 14a-19 promulgated under the Exchange Act, no later than April 22, 2025.
|
66
|
| |
|
|
|
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
|
|
Q:
What are “broker non-votes”?
A:
|
When a beneficial owner of shares held in “street name” does not give instructions to the brokerage firm, bank, dealer or other agent holding the shares as to how to vote on matters deemed to be non-routine under applicable rules, the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”
|
Q:
How are votes counted?
A:
|
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors, votes “For” “Withhold” and broker non-votes; for the proposal regarding frequency of stockholder advisory votes to approve executive compensation, votes for frequencies of one year, two years or three years, abstentions and broker non-votes; and, for the other proposals, votes “For” and “Against,” abstentions and, if applicable, broker non-votes. “Withhold” and broker non-votes will have no effect on the outcome of Proposal One. Abstentions will be counted towards the vote total for Proposals Two and Three, and will have the same effect as “Against” votes. For Proposal Four, abstentions will be counted towards the vote total, and will have the same effect as votes against each of the proposed voting frequencies. Broker non-votes will be counted towards the presence of a quorum but will not be counted towards the vote total for any proposal.
|
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you
must
provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
Q:
How many votes are needed to approve each proposal?
|
A:
•
|
For Proposal One, the election of directors, the two nominees receiving the most “For” votes from the holders of shares present or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “For” will affect the outcome. While “Withhold” votes and broker non-votes will have no effect on the outcome of the vote, we have adopted a Majority Voting in Uncontested Elections Policy pursuant to which any nominee for director at the Annual Meeting would be required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee if such nominee for director receives a greater number of “Withhold” votes than votes “For” such election. For more information on this policy see the section titled “Information Regarding the Board of Directors and Corporate Governance—Corporate Governance Guidelines.”
|
|
•
|
To be approved, Proposal Two, the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2024, must receive “For” votes from the holders of a majority of shares present or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes, if any, will have no effect.
|
|
•
|
Proposal Three, advisory approval of the compensation of the Company’s named executive officers, will be approved if it receives “For” votes from the holders of a majority of shares present virtually or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes, if any, will have no effect.
|
|
•
|
For Proposal Four, the advisory vote on the frequency of stockholder advisory votes on executive compensation, in accordance with the Company’s amended and restated bylaws, a voting frequency will be deemed selected by the Company’s stockholders if it receives affirmative votes of the holders of a majority of shares present virtually or represented by proxy and entitled to vote on the matter. However, if none of the proposed voting frequencies receives affirmative votes of the holders of a majority of shares present virtually or represented by proxy and entitled to vote on the matter, the Company will consider the frequency receiving the highest number of affirmative votes to be the frequency preferred by the stockholders. If you “Abstain” from voting, it will have the same effect as a vote “Against” each of the proposed voting frequencies. Broker non-votes will have no effect.
|
Q:
What is the quorum requirement?
A:
|
A quorum of stockholders is necessary to hold the Annual Meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting or represented by proxy. On the record date, there were 97,279,214 shares outstanding and entitled to vote.
Thus, the holders of 48,639,608 shares must be present virtually or represented by proxy at the Annual Meeting to have a quorum.
|
|
|
| |
Arlo Technologies, Inc. Notice of 2024 Annual Meeting and Proxy Statement
67
|
|
|
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, dealer or other agent) or if you vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.
Q:
How can I find out the results of the voting at the Annual Meeting?
A:
|
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.
|
Q:
|
I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
|
A:
|
We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or Arlo. Direct your written request to Arlo Technologies, Inc., Attn: Corporate Secretary, 2200 Faraday Ave., Suite #150, Carlsbad, California 92008 or call us at (408) 890-3900 and we will promptly deliver the requested documents or notice. Stockholders who currently receive multiple copies of the Notice of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.
|
|
68
|
| |
|
TABLE OF CONTENTS
PROXY SUMMARY We Protect Your Everything Our Solutions Our Growth Strategy Our People Strategy Our Commitment to Corporate Sustainability and Environmental, Social, and Governance Directors and Board Diversity, Skills, Experiences Executive Officers Corporate Governance Guidelines Board Independence Board Evaluation and Education Board Role in Risk Oversight Board Meetings Stockholder Engagement Insider Trading Compliance Program Related Party Transaction Policy Code of Business Conduct and Ethics Communications with the Board Board and Committee Structure Audit Committee Compensation and Human Capital Committee Nominating and Corporate Governance Committee Cybersecurity and Privacy Committee Strategic and Capital Allocation Committee Director Nominees and Continuing Directors Director Compensation Executive Compensation Compensation Discussion and Analysis 2023 Business Highlights 2023 Executive Compensation Highlights Relationship between Pay and Performance Executive Compensation Philosophy and Pay-for-Performance Compensation Practices and Policies Stockholder Engagement and Say on Pay Vote Compensation Elements Summary