DEF 14A of Universal Electronics Inc, Apr 25, 2024

DEF 14A of Universal Electronics Inc

Filed Apr 25, 2024 · FY20230000101984-24-000057

Open on EDGAR

  1. Director Nominees and Board Summary

    Director Nominees and Board Summary You are being asked to vote on the election of the following director nominees. Summary biographical information and the committee memberships and leaderships of the director nominees are set forth below. Additional information about the director nominees can be found beginning on page 6. Director nominees:

  2. Director Nominees and Board Summary

    | Name | Age | Independent | Audit | Compensation | Corporate Governance, Sustainability and Nominating | Product Strategy and Innovations | Other Public Company Boards | | Paul D. Arling Chairman and Chief Executive Officer | 61 | | | | | | | | William C. Mulligan Lead Independent Director Retired Partner, Private Equity | 70 | ☑ | • | | • | | 1 | | Satjiv S. Chahil (1) Innovations Advisor and Social Entrepreneur | 73 | ☑ | | • | • | • | | | Sue Ann R. Hamilton Founder and Principal, Hamilton Media LLC | 63 | ☑ | | • | • | | 1 | | Romulo C. Pontual (2) Technology Advisor | 64 | ☑ | | | • | • | | | Edward K. Zinser Financial Consultant | 66 | ☑ | • | • | | | | | Eric B. Singer (3) President and Chief Executive Officer of Toro 18 Holdings LLC President, Chief Executive Officer and Chairman of Immersion Corporation | 50 | ☑ | | • | | | 2 |

  3. Director Nominees and Board Summary

    • Chair • Member (1) Mr. Chahil was appointed to the Product Strategy and Innovations Committee in July 2023 as a new member. (2) Mr. Pontual was appointed to the Corporate Governance, Sustainability and Nominating Committee in April 2023 as a new member. Mr. Pontual was appointed to the Product Strategy and Innovations Committee in July 2023 as the Chair. (3) Mr. Singer was appointed to the Board of Directors and the Compensation Committee on December 21, 2023.

  4. Executive Compensation Program Highlights

    Executive Compensation Program Highlights We strongly believe that executive compensation, both pay opportunities and pay actually realized, should be tied to Company performance and long-term stockholder returns. In 2023, over 81% of our CEO's total compensation was in the form of annual and long-term incentives that were tied to the Company's operating results or stock price. Our other named executive officers, on average, received approximately 65% of their total 2023 compensation pursuant to the same annual and long-term incentives. Furthermore, the great majority of named executive officer compensation is not guaranteed but subject to annual financial and performance goals or the Company's stock price. The following chart, which is provided as a supplemental disclosure and not as a substitute for the required Pay Versus Performance disclosure later in the proxy statement, demonstrates the close link between Company performance (measured as cumulative total stockholder return of the Company's common stock for the five-year period beginning January 1, 2019 based on the percentage that the stock price at the end of the years shown represents versus the stock price as of January 1, 2019) and our CEO's annual compensation over that same five-year period: We believe this alignment of executive and stockholder interests is best advanced by observing the following principles in developing compensation programs and implementing compensation decisions: •Long-term commitment - The program should be designed to gain a long-term commitment from the proven, accomplished executives that lead our success. Our executive officers have a combined total of approximately 125 years with the Company, during which they have held different positions and have been promoted to increasing levels of responsibility. •Pay-for-performance - A high proportion of total compensation should be at risk and tied to achievement of annual operating and strategic goals and increases in stockholder value. •Equity emphasis - Long-term incentives should be provided annually in Company equity to encourage executives to plan and act with the perspective of long-term stockholders. •Sustainable performance orientation - The mix of incentives provided should motivate sustainable growth in the value of the Company. •Focus on total compensation - Compensation opportunities should be considered in the context of total compensation relative to the pay practices of similar technology companies that compete with us for talent. Finally, we believe that designing our compensation programs to reward long-term value creation as well as the achievement of annual financial performance goals protects the Company against inappropriate risk taking and conflicts of interest.

  5. Executive Compensation Program Highlights

    | | What We Do | | What We Don't Do | | ✓ | Tie the vast majority of our executive compensation to achievement of annual operating and strategic goals and increases in stockholder value. | ☒ | Back-date or reprice options. | | ✓ | Have competitive and reasonable post-employment and change in control provisions. | ☒ | Offer defined benefit or supplemental executive retirement plans. | | ✓ | Have stock ownership requirements (4x base salary for CEO; 1x base salary for other executive officers). | ☒ | Provide tax gross-ups on employee benefits or perquisites(1). | | ✓ | Have broad clawback policies. | ☒ | Allow margin accounts and pledging stock. | | ✓ | Use an independent compensation consultant. | ☒ | Offer full vesting of equity awards upon retirement. |

  6. Executive Compensation Program Highlights

    (1) Except as grandfathered in per Mr. Arling's Employment Agreement and per Salary Continuation Agreements to certain of our other executive officers. Our stockholders have expressed broad approval of our compensation programs. At our 2023 Annual Meeting, approximately 83% of the shares entitled to vote on the say-on-pay proposal voted to approve our named executive officer compensation.

  7. Results and Key Initiatives

    Results and Key Initiatives Historically, we have operated in a highly competitive environment. This past year was no different. It was also a year in which we continued to be impacted by supply chain and transportation issues and reductions in sales to our customers. At the same time, we continued to invest in new products and technologies that we believe will drive improved results in key financial metrics that correlate with long-term stockholder value.

  8. Results and Key Initiatives

    | (in millions, except per share amounts and percentages) | 2019 | 2020 | 2021 | 2022 | 2023 | | Net Sales | $753.5 | $614.7 | $601.6 | $542.8 | $420.5 | | Net Income (Loss) | $3.6 | $38.6 | $5.3 | $0.4 | $(98.2) | | Diluted Earnings (Loss) Per Share | $0.26 | $2.72 | $0.39 | $0.03 | $(7.64) | | Cash Flow from Operations | $85.3 | $73.4 | $40.3 | $10.9 | $25.2 | | Gross Margin % | 22.6% | 28.7% | 28.8% | 28.1% | 23.2% | | Operating Margin % | 2.0% | 6.1% | 3.9% | 2.7% | (20.3)% | | Return on Average Assets | 0.6% | 7.2% | 1.0% | 0.1% | (22.8)% | | Closing Y/E Stock Price | $52.26 | $52.46 | $40.75 | $20.81 | $9.39 |

  9. Results and Key Initiatives

    Over the five-year period from 2019 to 2023, the Company generated a total of $235.1 million in cash flow from operations. Key strategic initiatives and related achievements for 2023 are listed below:

  10. Results and Key Initiatives

    | | Strategic Initiatives | | Related Achievements | | ✓ | Increase new product development efforts in high-growth HVAC OEM channel to grow our market penetration with existing customers and acquire new customers with the goal of achieving market share leadership in climate control channel within two years. | ✓ | More than ten customer-initiated climate control products currently in development with major OEM brands as well as integration partners. Product roadmap expansion to include four new product extensions and two new accessories, including wireless bridges with built-in indoor Air Quality (iAQ) monitoring and air purifier control (IR). | | ✓ | Broaden our home control and home automation product solutions with the aim of acquiring new customers that represent market share leaders in their respective channels and regions. | ✓ | Developed and launched new smart home wireless control solutions for security, motorized shades and smart lighting applications. Introduced four white-label, smart home hubs with integrated wireless protocol technologies including Matter® for channel specific use case. Hubs are compatible with the UEI Aspen line of sensors including motion, temperature and door/window sensors. | | ✓ | Expand our software and service platform, QuickSet, to deliver a complete smart entertainment and smart home managed service platform. | ✓ | Released 6th generation Cloud software that blends smart home with video entertainment use cases to drive increased user engagement and personalization leveraging service and content discovery including whole home Audio-Video casting across any device in the home. | | ✓ | Invest in creating sustainable technology solutions that offer product differentiation across our global product portfolio. | ✓ | Launched Eterna and Eterna XLR remote control platforms that rely on built-in energy harvesting capabilities and introduced an innovative batteryless remote control that utilizes a hybrid supercapacitor for energy storage. | | ✓ | Explore and expand product offerings in our core subscription broadcasting channel beyond traditional entertainment remote controls. | ✓ | Expanded our software suite to include a Matter-certified, Smart Home dashboard that can run on any entertainment platform in the home; a Virtual Agent for device on-boarding and troubleshooting and a technical support embedded software for remote access and control and simple consumer hand-off. | | ✓ | Seek acquisitions or strategic partners that complement and strengthen our existing business. | ✓ | Our focus this year has been on organic growth through internal new product and technology developments. This strategy may be re-visited when funds are available to pursue inorganic growth opportunities. | | ✓ | Expedite our long-term factory planning strategy to optimize our manufacturing footprint and reduce our manufacturing concentration in the People's Republic of China. | ✓ | We closed our southwestern China factory in September after having gained confidence our newly formed Vietnam facility was operating at the required level of efficiency. Progress to-date at the Vietnam factory has met or exceeded our expectations, and we expect additional operational efficiencies to be achieved as it continues to scale. |

  11. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors On October 2, 2023, the Company announced that Carl E. Vogel decided to resign, effective immediately, from the Board. On December 21, 2023, the Company entered into a Cooperation Agreement (the "Cooperation Agreement") with Toro 18 Holdings LLC, a Delaware limited liability company ("Toro 18"), Immersion Corporation, a Delaware corporation ("Immersion"), William C. Martin and Eric Singer. Pursuant to the Cooperation Agreement, the Company appointed Mr. Singer to the Board, filling the vacancy created by Mr. Vogel’s resignation. The Company further agreed to nominate Mr. Singer for election to the Board at the Annual Meeting.

  12. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting Paul D. Arling is nominated for election as a Class I director to serve a one-year term expiring at our 2025 Annual Meeting. William C. Mulligan, Satjiv S. Chahil, Sue Ann R. Hamilton, Romulo C. Pontual, Eric B. Singer and Edward K. Zinser are nominated for election as Class II directors to serve a two-year term expiring at our 2026 Annual Meeting.

  13. Director Background

    Director Background

  14. Director Background

    | Paul D. Arling Chairman and Chief Executive Officer Director since 1996 Age: 61 | Paul D. Arling is our Chairman and Chief Executive Officer. He joined us in May 1996 as Chief Financial Officer and was named to our Board of Directors in August 1996. He was appointed President and Chief Operating Officer in September 1998, was promoted to Chief Executive Officer in October 2000 and appointed as Chairman in July 2001. | | | Mr. Arling earned a Bachelor of Science degree and an MBA from The Wharton School of the University of Pennsylvania. | | | At the 2023 Annual Meeting, Mr. Arling was reelected as Chairman of the Company to serve until the 2024 Annual Meeting. | | | Mr. Arling, who has spent over 28 years with UEI and who currently serves as Chairman and Chief Executive Officer, has an extensive, in-depth knowledge of the Company's business, operations, opportunities and strategies. His wide-ranging roles throughout his career at UEI also provide him with significant leadership, corporate strategy, manufacturing, retail, marketing and international experience in the wireless controls industry. |

  15. Director Background

    | William C. Mulligan Lead Independent Director Audit Committee Corporate Governance, Sustainability and Nominating Committee (Chair) Director since 1992 | Mr. Mulligan is retired from Primus Capital Funds after 35 years with the private equity firm. Prior to joining Primus Capital Funds, Mr. Mulligan was a consultant with McKinsey and Company. He is a director of TFS Financial Corporation (NASDAQ:TFSL), serving on TFS' Compensation and Audit Committees. Mr. Mulligan is also a Trustee of the Cleveland Clinic Foundation (serving on the Audit Committee), Western Reserve Land Conservancy and Denison University. Mr. Mulligan earned a Bachelor of Arts in economics from Denison University and an MBA from the University of Chicago. | | Age: 70 | Mr. Mulligan has been a Class II Director of the Company since 1992. In April 2023, Mr. Mulligan was appointed Lead Independent Director. He also serves as Chair of our Corporate Governance, Sustainability and Nominating Committee and as a member of our Audit Committee. At the 2022 Annual Meeting, Mr. Mulligan was reelected as a Class II Director of the Company to serve until the 2024 Annual Meeting. | | | Mr. Mulligan's extensive knowledge in the fields of financial services, investment banking, and accounting, risk management and his experience in legal and corporate governance areas and audit oversight gained from his membership on the boards and audit committees of other public companies contribute to our Board and the Committees on which he serves. |

  16. Director Background

    | Satjiv S. Chahil Compensation Committee Corporate Governance, Sustainability and Nominating Committee Product Strategy and Innovations Committee Director since 2002 | Mr. Chahil is a Silicon Valley-based Global Marketing and Innovations Advisor, and Social Entrepreneur since 2011. Prior to 2011, Mr. Chahil served as a C-Level executive of Apple Corp, Palm Inc, and Hewlett-Packard. In his earlier career he held professional management positions at IBM and Xerox. Additionally, he has served as a Senior Advisor to several global high-tech companies, including Blackberry, BMW, Sony, Swarovski, Beats Electronics and Starkey Hearing Technologies. He also serves as a Founder's Circle member of the American India Foundation (www.aif.org), and is a member of the board of directors of Cinequest, the Silicon Valley Film Festival (www.cinequest.org). | | Age: 73 | Mr. Chahil earned a bachelor's degree in commerce from Punjab University in Chandigarh, India and a master's degree from the American (Thunderbird) Graduate School of International Management in Arizona. | | | Mr. Chahil has been a Class II Director of the Company since 2002. He also serves as a member of our Compensation, Corporate Governance, Sustainability and Nominating and Product Strategy and Innovations Committees. At the 2022 Annual Meeting, Mr. Chahil was reelected as a Class II Director of the Company to serve until the 2024 Annual Meeting. | | | Mr. Chahil provides our Board with proven leadership and business experience in the areas of digital convergence, new media and global marketing gained from serving in various executive management positions with multinational information technology, computing and wireless control companies and the extensive management and corporate governance experience gained from those roles. | | Sue Ann R. Hamilton Compensation Committee (Chair) Corporate Governance, Sustainability and Nominating Committee Director since 2019 Age: 63 | Ms. Hamilton is Founder and Principal of Hamilton Media LLC, which advises and represents major and emerging media and technology companies since 2007. In this role, Ms. Hamilton has served as Executive Vice President - Distribution and Business Development for AXS TV LLC, a partnership between founder Mark Cuban, AEG, Ryan Seacrest Media, Creative Artists Agency and CBS. Prior to launching Hamilton Media, she served as Executive Vice President of Programming for Charter Communications (a cable and internet provider) from 2003 until 2007. Before her work at Charter, she held numerous management positions at AT&T Broadband LLC and its predecessor, TCI, between 1993 and 2002. Early in her career, Ms. Hamilton was a partner at Chicago-based law firm Kirkland & Ellis, specializing in complex commercial transactions. | | | Ms. Hamilton has also served as a member of the board of directors of Liberty Broadband Corporation (NASDAQ:LBDRA) since December 2020. She previously served as a member of the board of directors of GCI Liberty, Inc. (merged into Liberty Broadband Corporation in December 2020) and of FTD Companies, Inc. As representative of Mark Cuban Companies/Radical Ventures, she has been a board observer since 2012 for Philo, Inc., a privately held technology company. | | | Ms. Hamilton graduated magna cum laude with a Bachelor of Arts from Carleton College and earned a Juris Doctorate from Stanford Law School, where she was Associate Managing Editor of the Stanford Law Review and Editor of the Stanford Journal of International Law. | | | Ms. Hamilton has been a Class II Director of the Company since 2019. She also serves as Chair of our Compensation Committee and as a member of our Corporate Governance, Sustainability and Nominating Committee. At the 2022 Annual Meeting, Ms. Hamilton was reelected as a Class II Director of the Company to serve until the 2024 Annual Meeting. | | | Ms. Hamilton’s background as an executive in and advisor to the cable television industry for over 29 years enable her to contribute extensive knowledge and strategic insights in technology, media and telecommunications to our board. In addition, her financial and legal experience strengthen our board's collective qualifications, skills and attributes. Her experience gained from membership on the boards of public and privately-held companies gives the company the benefit of observed best practices in corporate governance. |

  17. Director Background

    | Romulo C. Pontual Corporate Governance, Sustainability and Nominating Committee Product Strategy and Innovations Committee (Chair) Director since 2022 | Mr. Pontual has served as a seasoned technology expert and advisor since September 2015. During this time, he also served as a member of the board of directors of Greenwave Systems, Inc. from 2016 until May 2019. From January 2004 until August 2015, he served as Executive Vice President and Chief Technology Officer of DirecTV. Before joining DirecTV, Mr. Pontual served as Executive Vice President, Television Platforms of News Corporation from August 1996 until January 2004, during which time he served on the Boards of Sky Brazil, Innova and iDirect. Prior to joining News Corporation, he held various senior engineering roles at SES Satellites (Luxembourg) and Embratel (Brazil). | | Age: 64 | Mr. Pontual earned a BSc from Universidade Federal Fluminense in Rio de Janeiro. He also earned a specialization in Satellite Communications from Pontificia Universidade Catolica do Rio de Janeiro and a YMP in Business Administration from INSEAD, Fontainebleau France. | | | Mr. Pontual has served as a Class II director since July 27, 2022 and was appointed to serve until the 2024 Annual Meeting. He also serves as Chair of our Product Strategy and Innovations Committee and as a member of our Corporate Governance, Sustainability and Nominating Committee. | | | Mr. Pontual brings his extensive experience as an executive in and technological advisor to the subscription broadcasting industry, enabling him to contribute this knowledge and strategic insights to our board. In addition, his engineering background, training and experience strengthen our board's skills and attributes with respect to technology issues facing our Company. Further, our board will benefit from the experience Mr. Pontual has gained from his membership on the various boards of public and privately-held companies. | | Eric B. Singer Appointed as Director and member of the Compensation Committee in December 2023 by recommendation of current Board Members and the Corporate Governance, Sustainability and Nominating Committee Age: 50 | Eric Singer has been the President, CEO and Chairman of Immersion (NASDAQ: IMMR), a licensing company focused on the invention, acceleration, and scaling, through licensing, of innovative haptic technologies since 2023. From 2020 until 2023, he served as Immersion’s Executive Chairman. He is also the President and CEO of Toro 18, an entity wholly-owned by Immersion. From 2014 through 2022, he was a Managing Member of VIEX Capital Advisors, an investment management services company, which he founded. Mr. Singer has substantial experience serving on public boards and has been the lead independent director of A10 Networks (NYSE:ATEN), an application controller and firewall cloud security company, since September 2021. Previously, he served on the boards of Velodyne Lidar; Quantum Corporation, a video data storage and management company; Numerex Corp., a provider of managed machine-to-machine enterprise solutions enabling the Internet of Things; RhythmOne plc and YuMe, Inc., each a provider of brand video advertising software and audience data; Support.com, Inc., a provider of tech support and support center services; Meru Networks, Inc., a Wi-Fi network solutions company; PLX Technology, Inc., a PCI Express and ethernet semiconductor company; and Sigma Designs, Inc., an integrated circuit provider for the home entertainment market, among other companies. Mr. Singer earned a Bachelor of Arts from Brandeis University. | | | Mr. Singer was appointed as a director on December 21, 2023 to fill a vacancy on the Board, to serve until the 2024 Annual Meeting, and also appointed to the Compensation Committee. | | | Mr. Singer has extensive experience in the technology sectors and particularly in developing strategies that are aimed at enhancing the overall value of the corporations he serves. This experience will translate well in creating new ways to unlock and enhance stockholder value through monetizing our intellectual properties and otherwise assisting our Board in developing a roadmap toward greater profitability. |

  18. Director Background

    | Edward K. Zinser Audit Committee (Chair) Compensation Committee Director since 2006 Age: 66 | Mr. Zinser has served as a financial consultant since 2017. From May 2014 to July 2016, Mr. Zinser was Executive Vice President and Chief Financial Officer of United Online, Inc. (NASDAQ:UNTD) a provider of consumer services and products over the Internet. From January 2008 until November 2014, Mr. Zinser served as Chief Financial Officer of Boingo Wireless, a leading Wi-Fi software and services provider. Prior to that, Mr. Zinser served as Executive Vice President and Chief Financial Officer of THQ, Inc., a worldwide publisher of interactive entertainment software. Prior to joining THQ, Mr. Zinser served as Executive Vice President and Chief Financial Officer of Vivendi Universal Games, a global publisher of entertainment and education software. Mr. Zinser has also served as President and Chief Operating Officer of Styleclick, Inc., Senior Vice President and Chief Financial Officer of Internet Shopping Network LLC, Executive Vice President and Chief Financial Officer of Chromium Graphics, Inc., and in various senior financial positions with The Walt Disney Company. | | | Mr. Zinser earned a Bachelor of Science in business management from Fairfield University and an MBA in finance from the University of Chicago. | | | Mr. Zinser has been a Class II Director of our Company since 2006. He also serves as Chair of our Audit Committee, and as a member of our Compensation Committee. At the 2022 Annual Meeting, Mr. Zinser was reelected as a Class II Director of the Company to serve until the 2024 Annual Meeting. | | | Mr. Zinser, with extensive knowledge in the fields of finance and accounting, his knowledge of investment banking, and his legal, corporate governance, and audit oversight experience gained from his various Chief Financial Officer positions of other public companies contribute to our Board and the Committees on which he serves, particularly our Audit Committee, of which he is Chairman. |

  19. Director Background

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES.

  20. DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

    DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

  21. Independent Director Compensation

    Independent Director Compensation We compete primarily with technology companies in attracting and retaining our independent directors. The advice of our independent directors has been instrumental in our success. As noted in the overview of director backgrounds above, our current directors have deep experience in technology industries, Silicon Valley innovations and global marketing, telecommunications and subscription services TV, electronic devices manufacturing and marketing, private equity investments in technology, and internet-based consumer services and products. And each time our independent directors have been up for re-election, our stockholders have recognized their value by overwhelmingly approving their re-election. Consistent with this technology industry context, our Board of Directors has long held the belief that its compensation for serving as a member of our Board of Directors should be closely tied to the interests of our stockholders; thus a significant portion of the independent directors' compensation is in equity. When the Compensation Committee last studied independent directors' compensation, it focused on the Company's Peer Group, which is used for assessing executive compensation. The Peer Group consists of companies in the Electronic Equipment and Instruments, Electronic Manufacturing Services, Electronic Components/Household Appliances, and Consumer Electronics industries (see page 39 below for details of the Peer Group). The Compensation Committee also considered recent developments in law, corporate governance, stockholder activism and pay practices regarding board compensation programs generally, compensation trends and best practices, competitive pay levels, stockholder view of independent director compensation practices, effects of recent legal interpretations, and proxy disclosure. Based upon this study and the conclusions reached by the Compensation Committee, the independent directors' annual compensation for 2023 was set as follows: 1.A Board membership cash retainer equal to $50,000 ($12,500 paid quarterly); 2.A Lead Independent Director cash retainer equal to $20,000 ($5,000 paid quarterly); 3.A Committee membership cash retainer as follows: a.Audit Committee membership - $10,000 ($2,500 paid quarterly), b.Compensation Committee membership - $10,000 ($2,500 paid quarterly), c.Corporate Governance, Sustainability and Nominating Committee membership - $5,000 ($1,250 paid quarterly), d.Product Strategy and Innovations Committee membership - $10,000 ($2,500 paid quarterly); 4.A cash retainer for each committee chaired as follows: a.Audit Committee Chair - $11,250 ($2,812.50 paid quarterly) b.Compensation Committee Chair - $10,000 ($2,500 paid quarterly), c.Corporate Governance, Sustainability and Nominating Committee Chair - $6,000 ($1,500 paid quarterly), d.Product Strategy and Innovations Committee Chair - $10,000 ($2,500 paid quarterly); and 5.An award of 5,000 restricted stock units (which number of shares may be reduced when determined by the Board to be necessary and appropriate), but in no event may the dollar value of such restricted stock unit award exceed $500,000. These restricted stock units vest ratably each quarter during the fiscal year. In addition to their annual compensation, independent directors may receive a periodic stock option grant when warranted (for example, upon their initial appointment to the Board of Directors) or to compensate them for stellar past performance or to incentivize them to continue as members of our Board of Directors.

  22. Independent Director Compensation Table

    Independent Director Compensation Table

  23. Independent Director Compensation Table

    | Name of Director | Year | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Option Awards(3) ($) | Total Compensation ($) | | William C. Mulligan (4) | 2023 | 81,000 | 49,275 | — | 130,275 | | Satjiv S. Chahil | 2023 | 70,000 | 49,275 | — | 119,275 | | Sue Ann R. Hamilton | 2023 | 75,000 | 49,275 | — | 124,275 | | Romulo C. Pontual | 2023 | 63,333 | 49,275 | — | 112,608 | | Eric B. Singer (5) | 2023 | 1,833 | — | — | 1,833 | | Carl E. Vogel (6) | 2023 | 45,000 | 49,275 | — | 94,275 | | Edward K. Zinser | 2023 | 81,250 | 49,275 | — | 130,525 |

  24. Independent Director Compensation Table

    (1)This column represents the cash compensation earned in 2023 for Board and committee service. See the "Additional Information about Fees Earned or Paid in Cash During 2023" table below. (2)This column represents the grant date fair value of stock awards granted to Class II Directors as part of their compensation. For additional information regarding stock-based compensation and the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. See "Additional Information about Independent Director Equity Awards" for further information related to stock awards granted in 2023. (3)This column represents the grant date fair value of stock options granted to Class II Directors as part of their compensation. For additional information regarding stock-based compensation and the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. See "Additional Information about Independent Director Equity Awards" for further information related to stock awards granted in 2023. (4)Mr. Mulligan earned compensation as the Lead Independent Director for two quarters in 2023. (5)Mr. Singer was appointed to the Board of Directors as of December 21, 2023. Mr. Singer was paid cash compensation earned in 2023 for Board and Compensation Committee service. (6)Mr. Vogel was paid cash compensation earned in 2023 for Board and committee service related to the 2023 term prior to his resignation on October 2, 2023. Mr. Arling, who is the Company's Chief Executive Officer and the Company's only Class I Director, received no additional compensation for his service as a director during 2023. All directors are reimbursed for travel expenses and other out-of-pocket costs incurred to attend meetings.

  25. Performance-Based Compensation

    Performance-Based Compensation The Compensation Committee believes that our compensation program and practices are consistent with industry standards and the competitive market in which we operate and is generally aimed at supporting achievement of our operating success and performance for stockholders over the years. The program emphasizes annual and long-term performance-based incentives so that the vast majority of our named executive officers' total compensation is tied to the Company's financial or long-term stock price performance. In 2023, over 81% of our CEO's total target compensation was in the form of annual and long-term incentives that were tied to the Company's operating results or stock price. Our other named executive officers, on average, received approximately 65% of their total 2023 target compensation in the same annual and long-term incentives. The Compensation Committee strongly believes that executive compensation pay opportunities and pay actually realized should be tied to Company performance on an absolute basis, relative to similar technology companies and on competitive pay standards. In addition, realized executive pay should be tied to performance in two key ways: (1) the Company's operating and financial performance and (2) the return to stockholders over time.

  26. Return to Stockholders

    Return to Stockholders The following graph and table compares the cumulative total stockholder return ("TSR") with respect to our common stock versus the cumulative total return of the Standard & Poor's Small Cap 600 (the "S&P Small Cap 600"), the NASDAQ Composite Index and the Peer Group Index shown below for the five-year period ended December 31, 2023. The comparison assumes that $100 was invested on December 31, 2018 in each of our common stock, S&P Small Cap 600, the NASDAQ Composite Index and the Peer Group Index and that all dividends were reinvested. We have not paid any dividends and, therefore, our cumulative total return calculation is based solely upon stock price appreciation and not upon reinvestment of dividends. The graph and table depicts year-end values based on actual market value increases and decreases relative to the initial investment of $100, based on information provided for each calendar year by the NASDAQ Stock Market and the New York Stock Exchange.

  27. Alignment between Executive Pay and Company Performance

    Alignment between Executive Pay and Company Performance The Compensation Committee believes that there should be a strong correlation between executive pay and Company performance. As indicated above, the Company's executive compensation program included many features designed to maintain this alignment, while also protecting the Company against inappropriate risk taking and conflicts among the interests of the Company, its stockholders and its executives. As explained above, approximately 81% of our CEO's total 2023 target compensation was tied to performance in the form of annual cash incentives and long-term equity incentives. The following chart, which is provided as a supplemental disclosure and not as a substitute for the required Pay Versus Performance disclosure later in the proxy statement, shows the historical alignment between our Chief Executive Officer's total annual compensation ("CEO Annual Compensation") and the Company's performance (measured as TSR) for the past five years. CEO Annual Compensation for each year is the sum of salary received, actual annual incentive earned, all other compensation received (as set forth in the Summary Compensation Table), and year-end values of equity awards granted during the year. Equity award balances are valued at the year-end closing price of the Company's stock in the respective year of grant and include restricted stock units and "in-the-money" stock options. TSR reflects the stock price appreciation or declines since year-end 2018, and is shown as the percentage that the stock price at the end of each year shown represents compared to the stock price at the end of 2018. The Compensation Committee believes that the relationship of our CEO Annual Compensation to Total Stockholder Return demonstrates effective pay for performance in our executive compensation program.

  28. Pay Decisions

    Pay Decisions The Compensation Committee makes decisions for the named executive officer base salary and long-term incentive grants in January each year. At that time, final annual incentive awards are also confirmed based on prior year results relative to targets. In consideration of our prior year performance, our expectations for current year results, input from Pay Governance LLC, and guidance from other sources, the Compensation Committee made the following decisions related to compensation for NEOs in 2023: •Messrs. Carnifax and Chong received an increase to their respective base salaries. •Based on Company performance and our incentive plan funding schedule, no annual incentives were paid to our Chief Executive Officer and our Non-CEO NEOs for 2023 (please see the 2023 Performance Incentive Plan calculation chart on page 43). •Made annual grants of stock options and restricted stock units on February 9, 2023 and May 23, 2023 at grant values that represented an increase of 33% for our Chief Executive Officer and 30% for certain of our Non-CEO NEOs over 2022 grants. See also table contained in the section titled "Long Term Incentives" on page 43. Historically the equity portion of the executive compensation program included a grant of stock options. For 2024 awards, the Compensation Committee has modified this equity portion of the compensation plan for the CEO and Non-CEO NEOs by removing grants of stock options and replacing them with grants of performance-based stock units that generally vest subject to both the applicable NEO’s continued employment and the achievement of certain performance criteria set by the Compensation Committee. This change was made by the Compensation Committee with the intention to more closely align executive equity grants with stockholder interests.

  29. Program Overview

    | Element | Role and Purpose | | Base salary | Provide competitive foundation for total compensation. | | Annual incentives | Motivate and reward achievement of annual financial targets, which drive the valuation of our stock. Enforce accountability for individual performance through discretionary increases or reductions in awards as deemed appropriate. | | Long-term incentives | Align interests of executives with those of stockholders. | | Retirement savings | Permit executives to participate in the Company's 401(k) plan to facilitate retirement saving. | | Executive benefits | Provide for executives' families through supplemental life insurance policies. |

  30. Compensation Consultant

    Compensation Consultant The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation of executive officer and employee compensation and benefit programs. In late 2022, the Compensation Committee retained Pay Governance LLC, a nationally-recognized independent compensation consulting firm, to assist in performing its duties. Pay Governance LLC advised the Company with respect to compensation trends and best practices, stockholder view of compensation practices, and proxy disclosure. Since the Committee retained the core design of our last year’s executive compensation program, the Committee did not request Pay Governance LLC to conduct a detailed review and analysis of our executive compensation program, rather the Committee requested advice and counsel with respect to levels of specific components of the program, which included industry and peer group median pay benchmarking. In addition, the Committee sought and obtained guidance from other sources as it deemed appropriate. While our adviser periodically consults with management in performing work requested by the Compensation Committee, Pay Governance LLC did not perform any separate additional services for management. The Compensation Committee has determined that Pay Governance LLC is independent and there was no conflict of interest resulting from retaining Pay Governance LLC. In reaching these conclusions, the Compensation Committee also considered the factors set forth in Rule 10C-1 of the Exchange Act and applicable listing standards.

  31. Peer Group

    Peer Group The Compensation Committee believes that it is appropriate to offer competitive total compensation packages to our named executive officers in order to attract and retain top executive talent. The compensation peer group (the "Peer Group") allows the Compensation Committee to monitor the compensation practices of our primary competitors for executive talent. The Compensation Committee utilizes this information to establish pay ranges for our NEOs and each individual's pay is targeted within those market-based pay ranges in consideration of a range of factors as described earlier in this disclosure. The Compensation Committee reviews and approves the Peer Group each year. The Peer Group was revised for 2023 to better align with our lines of business and company size. As such, Littlefuse, Inc. and Kimball Electronics, Inc. were removed from the existing Peer Group and Alarm.com Holdings, Arlo Technologies, Bel Fuse Inc., InterDigital, Inc., Knowles Corporation, Vishay Precision Group, Inc., VOXX International Corporation and Xperi Inc. were added. The Compensation Committee believes that these companies are an appropriate peer group for comparison, as well as a group that is large and diverse enough so that any one company does not alter the overall analysis.

  32. Peer Group

    | Universal Electronics 2023 Executive Compensation Peer Group | | | | | | | Electronic Equipment and Instruments | Electronic Components/ Household Appliances | Electronic Manufacturing Services | Application Software | Consumer Electronics | Systems Software | | Arlo Technologies | Bel Fuse Inc. | CTS Corporation | Alarm.com Holdings, Inc. | GoPro, Inc. | Dolby Laboratories, Inc. | | Cognex Corporation | Coherent, Inc. | Methode Electronics, Inc. | InterDigital, Inc. | VOXX International Corporation | Xperi Inc. | | Daktronics Inc. | iRobot Corporation | | | | | | FARO Technologies, Inc. | Knowles Corporation | | | | | | Novanta Inc. | Rogers Corporation | | | | | | OSI Systems, Inc. | | | | | | | Vishay Precision Group, Inc. | | | | | |

  33. Peer Group

    The 20 companies in the Peer Group generally had 2023 revenue, market capitalization and total enterprise value (as of December 31, 2023) in a relevant range around those of the Company as set forth below.

  34. Peer Group

    | (in millions) | Revenue | Market Capitalization | Industry | | Company | | | | | Coherent Corp. | $1,823 | $4,868 | Electronic Components | | Dolby Laboratories, Inc. | $1,300 | $8,193 | Systems Software | | OSI Systems, Inc. | $1,278 | $2,192 | Electronic Equipment and Instruments | | Methode Electronics, Inc. | $1,180 | $809 | Electronic Manufacturing Services | | GoPro, Inc. | $1,005 | $528 | Consumer Electronics | | Rogers Corporation | $908 | $2,459 | Electronic Components | | iRobot Corporation | $891 | $1,078 | Household Appliances | | Alarm.com Holdings, Inc. | $882 | $3,230 | Application Software | | Novanta Inc. | $882 | $6,031 | Electronic Equipment and Instruments | | Cognex Corporation | $838 | $7,185 | Electronic Equipment and Instruments | | Daktronics, Inc. | $754 | $392 | Electronic Equipment and Instruments | | Knowles Corporation | $708 | $1,617 | Electronic Components | | Bel Fuse Inc. | $640 | $848 | Electronic Components | | CTS Corporation | $550 | $1,363 | Electronic Manufacturing Services | | InterDigital, Inc. | $550 | $2,790 | Application Software | | VOXX International Corporation | $534 | $242 | Consumer Electronics | | Xperi Inc. | $521 | $479 | Systems Software | | Arlo Technologies, Inc. | $491 | $901 | Electronic Equipment and Instruments | | Universal Electronics Inc. | $420 | $122 | Consumer Electronics | | FARO Technologies, Inc. | $359 | $427 | Electronic Equipment and Instruments | | Vishay Precision Group, Inc. | $355 | $461 | Electronic Equipment and Instruments | | Peer Group Median | $754 | $1,078 | | | Data source: Standard & Poor's Capital IQ. | | | |

  35. 2023 Total Direct Compensation Opportunity

    | Executive | Base Salary | Target Annual Incentive as a % of Base Salary | Target Cash (Base Salary + Annual Incentives) | Long-Term Incentives | Target Total Direct Compensation | | Paul D. Arling | $830,000 | 100% | $1,660,000 | $2,800,000 | $4,460,000 | | Bryan M. Hackworth | $400,000 | 70% | $680,000 | $800,000 | $1,480,000 | | Ramzi S. Ammari | $400,000 | 60% | $640,000 | $700,000 | $1,340,000 | | Richard K. Carnifax | $302,300 | 50% | $453,300 | $400,000 | $853,300 | | David Chong | $367,140 | 50% | $551,140 | $95,000 | $646,140 |

  36. Annual Incentives

    Annual Incentives Our executives participate in the Universal Electronics Inc. Annual Performance Incentive Plan (the "Performance Incentive Plan"). Within 90 days after the commencement of the year, the Compensation Committee identifies the named executive officers who will participate in the Performance Incentive Plan for that year and establishes the annual performance criteria. In 2023, the Performance Incentive Plan payment for named executives was determined in two steps. First, the Preliminary Annual Incentive was calculated using the following formula:

  37. Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive

    Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive The Preliminary Annual Incentive may be modified in the discretion of the Compensation Committee in consideration of individual performance. Company Performance Factor. For 2023, the Compensation Committee selected Adjusted Non-GAAP Diluted Earnings per Share ("EPS") as the appropriate performance measure for the Performance Incentive Plan. Adjusted Non-GAAP Diluted EPS is a reflection of the operating performance of the Company and directly influences return to stockholders. In addition, management and stockholders use Adjusted Non-GAAP Diluted EPS to value the Company. Given the challenging economic environment and after taking into consideration that the actual Adjusted Non-GAAP Diluted EPS for 2022 was $2.56, the Compensation Committee established an Adjusted Non-GAAP Diluted EPS of $3.00 for Performance Incentive Plan funding at target levels for 2023. In the course of determining the Adjusted Non-GAAP Diluted EPS target, the Compensation Committee concluded that its achievement was substantially uncertain. Actual 2023 Adjusted Non-GAAP loss per share of $0.18 resulted in a Company Performance Factor of 0% (as shown below) and therefore no annual incentives were paid under the Performance Incentive Plan. Adjusted Non-GAAP diluted earnings (loss) per share may be found in our press releases related to our quarterly and annual earnings releases and excludes the following items: •Amortization and depreciation expense relating to acquired assets; •Stock-based compensation; •Excess manufacturing overhead and factory transition costs; •Impairment of fixed assets; •Impairment of goodwill; •Factory restructuring costs; •Adjustments to acquired tangible assets; •Amortization of acquired intangible assets; •Litigation costs; •Foreign currency gains and losses; and •Tax effects of the above adjustments. The following table shows the percentage of target funding for the various levels of performance and shows, for each NEO, the amount of his annual incentive as a percentage of base salary paid at each performance level:

  38. Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive

    | | Threshold | Target | Maximum | Actual | | Adjusted Non-GAAP Diluted Earnings (Loss) per Share (1) | $2.90 | $3.00 | $3.30 | $(0.18) | | Percent of Target Funding | 50% | 100% | 200% | 0% | | Paul D. Arling | 50% | 100% | 200% | | | Bryan M. Hackworth | 35% | 70% | 140% | | | Ramzi S. Ammari | 30% | 60% | 120% | | | Richard K. Carnifax | 25% | 50% | 100% | | | David Chong | 25% | 50% | 100% | |

  39. Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive

    (1)Adjusted Non-GAAP Diluted Earnings (Loss) per share targets are inclusive of Performance Incentive Plan amounts funded. Individual Performance Factor. The Compensation Committee also evaluates individual performance in determining the final incentive awards for our named executives. In making this evaluation, the Chief Executive Officer provides his assessment of the other executives as input to the Compensation Committee's evaluations. This assessment is described above in "Setting Named Executive Compensation." The 2023 Performance Incentive Plan award calculations for our NEOs are indicated in the following table:

  40. Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive

    | Executive | Base Salary | Target Annual Incentive % | Target Annual Incentive | Company Performance Factor | Individual Performance Rating (1) | Actual Annual Incentive Award | | Paul D. Arling | $830,000 | 100% | $830,000 | 0% | N/A | $— | | Bryan M. Hackworth | $400,000 | 70% | $280,000 | 0% | N/A | $— | | Ramzi S. Ammari | $400,000 | 60% | $240,000 | 0% | N/A | $— | | Richard K. Carnifax | $302,300 | 50% | $151,000 | 0% | N/A | $— | | David Chong | $367,140 | 50% | $184,000 | 0% | N/A | $— |

  41. Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive

    (1) Since the Company Performance Factor was zero (0), there were no incentive awards given, thus no need to provide an Individual Performance Rating.

  42. Long-Term Incentives

    Long-Term Incentives The Compensation Committee sets guideline award levels for long-term equity compensation for our NEOs. The 2023 guidelines were expressed as grant values and in determining such values, the Committee members used grant values as determined by the compensation study. Each executive's actual grant value of long-term equity compensation relative to the guideline value is individually determined at the discretion of the Compensation Committee, after considering: •the named executive's skills, experience, long-term contributions, and potential; and •individual and Company performance in the prior year. Existing stock ownership levels are not a factor in award determination, as we do not want to discourage executives from holding our stock beyond the level of the established stock ownership guidelines. Once the value of the long-term equity compensation award is determined, the Compensation Committee uses a mix of stock options and restricted stock units when making the annual long-term equity awards. The Compensation Committee believes that the use of these equity vehicles strikes an appropriate balance between rewarding increases in the market value of our Common Stock (stock options) and motivating retention with the Company (restricted stock units). In addition, restricted stock units provide executives the benefits of stock price increases while still carrying the risks that other stockholders assume for stock price declines. The grant price of stock options and restricted stock units granted to our employees under our stock incentive plans is the average of the high and low trades of our stock on the grant date. The grant price of our 2023 equity grants to our NEOs (excluding Mr. Chong) was $24.77. The grant price of our 2023 equity grant to Mr. Chong was $9.51 (due to the fact that the grant occurred on a different date). The 2023 stock option grants had a Black-Scholes fair value of $10.83. We prohibit the re-pricing or backdating of stock options. Due to rounding in the number of shares granted, the amounts reported in the Summary Compensation Table may not reflect the exact same proportion of stock options and restricted stock units. Our 2023 equity awards to the NEOs are indicated in the table below:

  43. Long-Term Incentives

    | | Target Grant Value of all Equity Awards | Restricted Stock Units Granted | Stock Options Granted | Final Award Value | | | | Executive | | | | Restricted Stock Units | Stock Options | Actual Grant Value | | Paul D. Arling | $2,800,000 | 56,530 | 129,270 | $1,399,965 | $1,399,995 | $2,799,960 | | Bryan M. Hackworth | $800,000 | 16,150 | 36,935 | $399,955 | $400,005 | $799,960 | | Ramzi S. Ammari | $700,000 | 14,135 | 32,320 | $350,055 | $350,025 | $700,080 | | Richard K. Carnifax | $400,000 | 8,075 | 18,465 | 199,975 | 199,975 | 399,950 | | David Chong | $95,000 | 10,002 | — | 95,120 | — | 95,120 |

  44. Long-Term Incentives

    Stock Option Features. The 2023 stock option awards granted to our NEOs have a maximum seven-year term and are subject to a three-year vesting period (33.33% on February 9, 2024 and 8.33% each quarter thereafter). We believe that this vesting schedule aids us in retaining executives and motivating long-term performance. Under the terms of our stock incentive plans, unvested stock options are forfeited if the executive voluntarily leaves the Company. Restricted Stock Unit Features. We determine the vesting schedule of each award after considering our performance, alignment, and retention objectives, as well as the financial impact of the award. The 2023 restricted stock units granted to our NEOs (excluding Mr. Chong) are subject to a three-year vesting period (33.33% on February 9, 2024 and 8.33% each quarter thereafter). The 2023 restricted stock units granted to Mr. Chong are subject to a three-year ratable annual vesting period beginning May 23, 2024 (due to the fact that the grant to Mr. Chong occurred on a different date). Under the terms of our stock incentive plans, unvested restricted stock units are forfeited if the executive voluntarily leaves the Company.

  45. Post-Employment Compensation

    Post-Employment Compensation We provide all of our executive officers, including our NEOs with certain post-employment compensation and benefits, including change in control severance benefits, which are described below in the section entitled Potential Payments upon Termination or Change in Control. These change in control severance benefits are provided so that our executives may focus on change in control transactions without concern for their personal financial situation.

  46. Summary Compensation Table

    Summary Compensation Table

  47. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards (1) ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation (4) ($) | Total ($) | | Paul D. Arling | 2023 | 830,000 | 1,399,965 | 1,399,995 | — | 28,775 | 3,658,735 | | Chairman of the Board and | 2022 | 830,000 | 1,049,955 | 1,049,970 | — | 27,275 | 2,957,200 | | Chief Executive Officer | 2021 | 830,000 | 1,050,130 | 1,050,005 | — | 26,775 | 2,956,910 | | Bryan M. Hackworth | 2023 | 400,000 | 399,955 | 400,005 | — | 17,605 | 1,217,565 | | Senior Vice President and | 2022 | 400,000 | 299,935 | 300,000 | — | 23,795 | 1,023,730 | | Chief Financial Officer | 2021 | 400,000 | 300,120 | 299,985 | — | 30,990 | 1,031,095 | | Ramzi S. Ammari | 2023 | 400,000 | 350,055 | 350,025 | — | 16,330 | 1,116,410 | | Senior Vice President, | 2022 | 400,000 | 275,060 | 275,020 | — | 18,330 | 968,410 | | Corporate Planning and Strategy | 2021 | 400,000 | 274,865 | 275,055 | — | 14,330 | 964,250 | | Richard K. Carnifax | 2023 | 302,300 | 199,975 | 199,975 | — | 11,250 | 713,500 | | Senior Vice President, | 2022 | 256,600 | 180,005 | — | — | 10,250 | 446,855 | | Global Operations | 2021 | 246,090 | 149,940 | — | — | 9,750 | 405,780 | | David Chong | 2023 | 367,140 | 95,120 | — | — | 10,270 | 472,530 | | Executive Vice President, | 2022 | 331,755 | 200,020 | — | — | 6,745 | 538,520 | | Global Sales | 2021 | 334,230 | 175,050 | — | — | 6,795 | 516,075 |

  48. Summary Compensation Table

    (1)This column represents the total grant date fair value of restricted stock unit awards granted during 2023, 2022 and 2021 and the amounts were computed in accordance with FASB ASC Topic 718, "Stock Compensation". For additional information regarding stock-based compensation and the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. (2)This column represents the total grant date fair value of stock options granted during 2023, 2022 and 2021 and the amounts were computed in accordance with FASB ASC Topic 718, "Stock Compensation". For additional information regarding stock-based compensation and the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. (3)This column represents cash amounts earned under the Company's Performance Incentive Plan. (4)See the "All Other Compensation Table" for additional information.

  49. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides information about equity and non-equity compensation granted to our NEOs during 2023.

  50. Grants of Plan-Based Awards in Fiscal 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (2) | | | Stock Awards: Number of Shares of Stock or Units (#) | Option Awards: Number of Securities Underlying Options (#) | Option Exercise or Base Price of Option Awards(3) ($/Share) | Closing Market Price on Option Grant Date ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) | | Name of Executive | Grant Date (1) | Threshold ($) | Target ($) | Maximum ($) | | | | | | | Paul D. Arling | | 415,000 | 830,000 | 1,660,000 | | | | | | | | 2/9/2023 | | | | 56,530 | | | | 1,399,965 | | | 2/9/2023 | | | | | 129,270 | 24.77 | 24.38 | 1,399,995 | | Bryan M. Hackworth | | 140,000 | 280,000 | 560,000 | | | | | | | | 2/9/2023 | | | | 16,150 | | | | 399,955 | | | 2/9/2023 | | | | | 36,935 | 24.77 | 24.38 | 400,005 | | Ramzi S. Ammari | | 120,000 | 240,000 | 480,000 | | | | | | | | 2/9/2023 | | | | 14,135 | | | | 350,055 | | | 2/9/2023 | | | | | 32,320 | 24.77 | 24.38 | 350,025 | | Richard K. Carnifax | | 75,500 | 151,000 | 302,000 | | | | | | | | 2/9/2023 | | | | 8,075 | | | | 199,975 | | | 2/9/2023 | | | | | 18,465 | 24.77 | 24.38 | 199,975 | | David Chong | | 92,000 | 184,000 | 368,000 | | | | | | | | 5/23/2023 | | | | 10,002 | | | | 95,120 |

  51. Grants of Plan-Based Awards in Fiscal 2023

    (1)The restricted stock unit and stock option awards granted on February 9, 2023 are subject to a 3-year vesting period (33.33% on February 9, 2024 and 8.33% each quarter thereafter). The restricted stock unit awards granted on May 23, 2023 are subject to a 3-year ratable annual vesting period. (2)This column represents the threshold, target and maximum grant date values of the annual incentive awards under the Performance Incentive Plan based on achievement of the Company's performance measures. The amounts are subject to further adjustment based on individual performance at the discretion of the Compensation Committee. (3)The option exercise price is based upon the average of the high and low trades on the grant date.

  52. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table provides information on the stock options and restricted stock unit awards held by the NEOs at December 31, 2023:

  53. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | Option Awards | | | | Restricted Stock Unit Awards | | | Name of Executive | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price (2) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (3) (#) | Market Value of Shares or Units of Stock That Have Not Vested (4) ($) | | Paul D. Arling | 2/8/2017 | 38,245 | — | 62.700 | 2/8/2024 | | | | | 2/8/2018 | 52,595 | — | 44.950 | 2/8/2025 | | | | | 2/13/2019 | 63,230 | — | 27.065 | 2/13/2026 | | | | | 2/12/2020 | 59,320 | — | 46.170 | 2/12/2027 | | | | | 2/11/2021 | 40,155 | 3,650 | 59.430 | 2/11/2028 | | | | | 2/10/2022 | 41,190 | 29,420 | 34.555 | 2/10/2029 | | | | | 2/9/2023 | — | 129,270 | 24.765 | 2/9/2030 | | | | | Various (5) | — | — | — | — | 70,662 | 663,516 | | Bryan M. Hackworth | 2/8/2017 | 15,300 | — | 62.700 | 2/8/2024 | | | | | 2/8/2018 | 21,040 | — | 44.950 | 2/8/2025 | | | | | 2/13/2019 | 29,185 | — | 27.065 | 2/13/2026 | | | | | 2/12/2020 | 16,950 | — | 46.170 | 2/12/2027 | | | | | 2/11/2021 | 11,473 | 1,042 | 59.430 | 2/11/2028 | | | | | 2/10/2022 | 11,769 | 8,406 | 34.555 | 2/10/2029 | | | | | 2/9/2023 | — | 36,935 | 24.765 | 2/9/2030 | | | | | Various (6) | — | — | — | — | 20,185 | 189,537 | | Ramzi S. Ammari | 2/13/2019 | 19,455 | — | 27.065 | 2/13/2026 | | | | | 2/12/2020 | 15,535 | — | 46.170 | 2/12/2027 | | | | | 2/11/2021 | 10,519 | 956 | 59.430 | 2/11/2028 | | | | | 2/10/2022 | 10,789 | 7,706 | 34.555 | 2/10/2029 | | | | | 2/9/2023 | — | 32,320 | 24.765 | 2/9/2030 | | | | | Various (7) | — | — | — | — | 17,835 | 167,471 | | Richard K. Carnifax | 2/9/2023 | — | 18,465 | 24.765 | 2/9/2030 | | | | | Various (8) | — | — | — | — | 12,779 | 119,995 | | David Chong | 2/8/2017 | 12,750 | — | 62.700 | 2/8/2024 | | | | | 2/8/2018 | 14,025 | — | 44.950 | 2/8/2025 | | | | | 2/13/2019 | 19,455 | — | 27.065 | 2/13/2026 | | | | | Various (9) | — | — | — | — | 15,276 | 143,442 |

  54. Outstanding Equity Awards at Fiscal 2023 Year-End

    (1)The stock options vest at a rate of 33.33% on the first anniversary of the date of grant and 8.33% each quarter thereafter with full vesting on the third anniversary of the date of grant. (2)The option exercise prices are based upon the average of the high and low trades on the grant dates. (3)Please see "Compensation Discussion and Analysis" under the heading "Long-Term Incentives" for further information related to our restricted stock unit awards. (4)The market value of unvested restricted stock unit awards is calculated based on the $9.39 closing price of UEIC common stock on December 29, 2023, which was the last business day of 2023. (5)Mr. Arling's restricted stock unit award dated February 11, 2021 vests as follows: 1,472 shares on February 11, 2024. Mr. Arling's restricted stock unit award dated February 10, 2022 vests as follows: 2,532 shares on February 10, 2024 and each quarterly anniversary thereafter until the final vesting on February 10, 2025. Mr. Arling's restricted stock unit award dated February 9, 2023 vests as follows: 18,843 shares on February 9, 2024, 4,711 shares on May 9, 2024, and each quarterly anniversary thereafter until November 9, 2025 and 4,710 shares on the final vesting on February 9, 2026. (6)Mr. Hackworth's restricted stock unit award dated February 11, 2021 vests as follows: 420 shares on February 11, 2024. Mr. Hackworth's restricted stock unit award dated February 10, 2022 vests as follows: 723 shares on February 10, 2024 and each quarterly anniversary thereafter until the final vesting on February 10, 2025. Mr. Hackworth's restricted stock unit award dated February 9, 2023 vests as follows: 5,383 shares on February 9, 2024, 1,346 shares on May 9, 2024, and each quarterly anniversary thereafter until November 9, 2025 and 1,345 shares on the final vesting on February 9, 2026. (7)Mr. Ammari's restricted stock unit award dated February 11, 2021 vests as follows: 385 shares on February 11, 2024. Mr. Ammari's restricted stock unit award dated February 10, 2022 vests as follows: 663 shares on February 10, 2024 and each quarterly anniversary thereafter until the final vesting on February 10, 2025. Mr. Ammari's restricted stock unit award dated February 9, 2023 vests as follows: 4,712 shares on February 9, 2024, 1,178 shares on May 9, 2024, and each quarterly anniversary thereafter until November 9, 2025 and 1,177 shares on the final vesting on February 9, 2026. (8)Mr. Carnifax's restricted stock unit award dated February 25, 2021 vests as follows: 836 shares on February 25, 2024. Mr. Carnifax's restricted stock unit award dated February 22, 2022 vests as follows: 1,934 shares on February 22, 2024 and annually thereafter until the final vesting on February 22, 2025. Mr. Carnifax's restricted stock unit award dated February 9, 2023 vests as follows: 2,692 shares on February 9, 2024, 673 shares on May 9, 2024, and each quarterly anniversary thereafter until November 9, 2025 and 672 shares on the final vesting on February 9, 2026. (9)Mr. Chong's restricted stock unit award dated February 25, 2021 vests as follows: 976 shares on February 25, 2024. Mr. Chong's restricted stock unit award dated February 22, 2022 vests as follows: 2,149 shares on February 22, 2024 and annually thereafter until the final vesting on February 22, 2025. Mr. Chong's restricted stock unit award dated May 23, 2023 vests as follows: 3,334 shares on May 23, 2024 and annually thereafter until the final vesting on May 23, 2026.

  55. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information about options exercised and restricted stock units vested for the NEOs during the year ended December 31, 2023:

  56. Option Exercises and Stock Vested

    | | Option Awards | | Restricted Stock Unit Awards | | | Name of Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Paul D. Arling | — | — | 25,509 | 437,117 | | Bryan M. Hackworth | — | — | 7,290 | 124,891 | | Ramzi S. Ammari | — | — | 6,681 | 114,474 | | Richard K. Carnifax | — | — | 3,595 | 46,949 | | David Chong | — | — | 5,219 | 65,657 |

  57. Option Exercises and Stock Vested

    (1)Represents the amounts realized based on the fair market value of UEI stock on the vesting date, which is defined as the average of the high and low trades on that date.

  58. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  59. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure For fiscal 2023, the ratio of the annual total compensation of Paul D. Arling, our Chief Executive Officer ("CEO Compensation"), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries (other than our CEO) ("Median Annual Compensation"), was 353 to 1. This pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. In this summary, we refer to the employee who received the Median Annual Compensation as the "Median Employee." For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2023 (the "Determination Date"). For purposes of this pay ratio disclosure, CEO Compensation was determined to be $3,658,735, the total compensation reported for Mr. Arling under the "Summary Compensation Table" for 2023. In addition, Median Annual Compensation was determined to be $10,366, and was calculated by totaling for our Median Employee all applicable elements of compensation for 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K. We identified the Median Employee as of the Determination Date from the 3,967 U.S. and non-U.S. employees, representing our full-time, part-time, seasonal and temporary employees as of that date, excluding our CEO. This number did not include any independent contractors or "leased" workers, as permitted by the applicable SEC rules. In addition, this number excluded 209 non-U.S. employees (consisting of 3 employees in France, 7 employees in Germany, 3 employees in Italy, 15 employees in Japan, 9 employees in Korea, 7 employees in Spain, 10 employees in the United Kingdom and 155 employees in Brazil, or collectively 5.00% of our total workforce). The compensation measurement was calculated by totaling, for each employee, base cash compensation received during 2023, which represents the consistently applied compensation measure that we used for our pay ratio determination. Specifically excluded from the consistently applied compensation measure were expense reimbursements, incentive pay and bonuses, stock-based compensation, and fringe compensation such as pension payments and other retirement benefits, Company provided transportation, food and housing subsidies, etc. Further, we did not utilize any statistical sampling or cost-of-living adjustments for purposes of this pay ratio disclosure.

  60. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our CEO and the average compensation for our Non-CEO NEOs, as set forth in the Summary Compensation Table ("SCT") on page 47 of this proxy statement and to reflect the Compensation Actually Paid ("CAP") to such individuals, as defined under SEC's pay versus performance disclosure rules, Item 402(v) of Regulation S-K, over the last four years. The table also provides information on our cumulative total shareholder return ("TSR"), the cumulative TSR of our peer group, net income and adjusted Non-GAAP diluted earnings (loss) per share.

  61. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non-CEO NEOs (4) | Value of Initial Fixed $100 Investment Based on | | Net Income (Loss) | Adjusted Non-GAAP Diluted Earnings (Loss) per Share (6) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (5) | | | | 2023 | $3,658,735 | $381,905 | $880,001 | $275,696 | $17.97 | $159.99 | $(98,237,542) | $(0.18) | | 2022 | $2,957,200 | $(2,618,300) | $765,983 | $(154,242) | $39.82 | $116.92 | $407,060 | $2.56 | | 2021 | $2,956,910 | $(1,677,451) | $817,621 | $137,764 | $77.98 | $155.76 | $5,300,311 | $3.59 | | 2020 | $3,592,645 | $3,349,806 | $1,006,866 | $1,026,956 | $100.38 | $169.76 | $38,572,463 | $3.76 |

  62. PAY VERSUS PERFORMANCE

    (1)The amounts reported in this column are the amounts of total compensation reported for Mr. Arling, Chief Executive Officer, for each corresponding year in the "Total" column of the SCT. (2)The amounts reported in this column represent the amount of CAP to Mr. Arling as computed in accordance with Item 402(v) of Regulation S-K, as follows:

  63. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation Actually Paid for CEO | 2023 | 2022 | 2021 | 2020 | | Total compensation as reported in the SCT | $3,658,735 | $2,957,200 | $2,956,910 | $3,592,645 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | (1,399,965) | (1,049,955) | (1,050,130) | (1,049,905) | | Deduction for amounts reported under the "Option Awards" column in the SCT | (1,399,995) | (1,049,970) | (1,050,005) | (1,049,965) | | Increase for fair value of awards granted during the current year that remain unvested as of year end | 782,328 | 1,047,544 | 1,281,390 | 2,533,261 | | Increase/deduction for change in fair value from prior year end to current year end of awards granted prior to the current year that were outstanding and unvested as of year end | (1,166,621) | (3,249,637) | (3,453,055) | (375,385) | | Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to the current year that vested during the current year | (92,577) | (1,273,482) | (362,561) | (300,845) | | CAP (as calculated) | $381,905 | $(2,618,300) | $(1,677,451) | $3,349,806 |

  64. PAY VERSUS PERFORMANCE

    (3)The amounts reported in this column represent the average of the amounts reported for the Company's Non-CEO NEOs as a group in the "Total" column of the SCT in each applicable year. The names of each of the Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Hackworth, Ammari, Carnifax, and Chong; (ii) for 2022, Messrs. Hackworth, Ammari, Koopmans, and Carnifax; (iii) for 2021 and 2020, Messrs. Hackworth, Ammari, Koopmans, and Miketo. (4)The amounts reported in this column represent the average amount of CAP to the Non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K, as follows:

  65. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs | 2023 | 2022 | 2021 | 2020 | | Total compensation as reported in the SCT | $880,001 | $765,983 | $817,621 | $1,006,866 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | (261,276) | (226,243) | (218,776) | (243,781) | | Deduction for amounts reported under the "Option Awards" column in the SCT | (237,501) | (181,246) | (218,785) | (218,751) | | Increase for fair value of awards granted during the current year that remain unvested as of year end | 156,172 | 210,946 | 266,975 | 563,014 | | Increase/deduction for change in fair value from prior year end to current year end of awards granted prior to the current year that were outstanding and unvested as of year end | (231,410) | (573,230) | (518,874) | (29,238) | | Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to the current year that vested during the current year | (30,290) | (150,452) | 9,603 | (51,154) | | CAP (as calculated) | $275,696 | $(154,242) | $137,764 | $1,026,956 |

  66. PAY VERSUS PERFORMANCE

    (5)The peer group used for this purpose consists of the following companies, which are used in our peer group index for purposes of our performance graph in our most recent annual report: Dolby Laboratories, Inc.; Logitech International S.A.; VOXX International Corp.; and Xperi Corporation (formerly TiVo Corporation). (6)We have determined that Adjusted Non-GAAP Diluted Earnings (Loss) per Share is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs (including Mr. Arling), for the most recently completed year, to Company performance. Refer to Appendix A for a reconciliation of Adjusted Non-GAAP Diluted Earnings (Loss) per Share to Diluted Earnings (Loss) per Share - GAAP. The following table lists the three financial performance measures that we believe represent the most important financial performance measures (including Adjusted Non-GAAP Diluted Earnings (Loss) per Share) we used to link CAP to our NEOs (including Mr. Arling) for 2023 to Company performance for 2023:

  67. PAY VERSUS PERFORMANCE

    | Most Important Performance Measures | | Measure 1 - Adjusted Non-GAAP Diluted Earnings (Loss) per Share | | Measure 2 - Market Capitalization | | Measure 3 - Share Price |

  68. PAY VERSUS PERFORMANCE

    The following chart provides a graphical representation of the Company's four-year cumulative TSR versus our industry peer group index. The following chart provides a graphical representation of the Compensation Actually Paid to our CEO and our Non-CEO NEOs (as a group) versus the Company's four-year cumulative TSR. The following chart provides a graphical representation of the Compensation Actually Paid to our CEO and our Non-CEO NEOs (as a group) versus the Company's Net Income. The following chart provides a graphical representation of the Compensation Actually Paid to our CEO and our Non-CEO NEOs (as a group) versus the Company's selected measure, Adjusted Non-GAAP Diluted Earnings (Loss) per Share.