DEF 14A of Universal Electronics Inc, Apr 14, 2025

DEF 14A of Universal Electronics Inc

Filed Apr 14, 2025 · FY20240000101984-25-000069

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  1. Information About Our Continuing Directors

    Information About Our Continuing Directors

  2. Experiences, Qualifications, Skills and Attributes of Directors

    Experiences, Qualifications, Skills and Attributes of Directors In considering each director and the composition of the Board of Directors as a whole, the Corporate Governance, Sustainability and Nominating Committee utilizes a wide range of experiences, qualifications, skills and attributes that the Corporate Governance, Sustainability and Nominating Committee believes enables a director to make a significant contribution to the Board, UEI and our stockholders.

  3. Experiences, Qualifications, Skills and Attributes of Directors

    | 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: 71 | 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 2024 Annual Meeting, Mr. Mulligan was reelected as a Class II Director of the Company to serve until the 2026 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. |

  4. Experiences, Qualifications, Skills and Attributes of Directors

    | Satjiv S. Chahil Compensation Committee Corporate Governance, Sustainability and Nominating Committee Product Strategy and Innovations Committee Director since 2002 Age: 74 | 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). | | | 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 2024 Annual Meeting, Mr. Chahil was reelected as a Class II Director of the Company to serve until the 2026 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: 64 | 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 2024 Annual Meeting, Ms. Hamilton was reelected as a Class II Director of the Company to serve until the 2026 Annual Meeting. | | | Ms. Hamilton’s background as an executive in and advisor to the cable television industry for over 30 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. |

  5. Experiences, Qualifications, Skills and Attributes of Directors

    | Romulo C. Pontual Audit Committee Corporate Governance, Sustainability and Nominating Committee Product Strategy and Innovations Committee (Chair) Director since 2022 Age: 65 | 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). | | | 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. | | | At the 2024 Annual Meeting, Mr. Pontual was reelected as a Class II Director of the Company to serve until the 2026 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 and was appointed as a member of our Audit Committee in April 2024. | | | 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 Compensation Committee Director since 2023 Age: 51 | 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 July 2019 and its lead independent director 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. | | | At the 2024 Annual Meeting, Mr. Singer was reelected as a Class II Director of the Company to serve until the 2026 Annual Meeting. He also serves as a member of 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. |

  6. Experiences, Qualifications, Skills and Attributes of Directors

    | Edward K. Zinser Audit Committee (Chair) Compensation Committee Director since 2006 Age: 67 | 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 2024 Annual Meeting, Mr. Zinser was reelected as a Class II Director of the Company to serve until the 2026 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. |

  7. DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

    DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

  8. 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. During 2024, the Compensation Committee completed an independent directors' compensation study. It focused on the Company's Peer Group consisting of companies in the Electronic Equipment and Instruments, Electronic Manufacturing Services, Electronic Components/Household Appliances, and Consumer Electronics industries (see page 28 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, no changes were made to cash compensation however, the annual equity award was modified from an award of a fixed number of shares to an award with a grant date value equal to $125,000. In addition, the vesting of equity awards was changed from quarterly ratable vesting during each fiscal year to one year cliff vesting. As a result of this change, in December 2024, the Compensation Committee awarded an additional number of shares equal to $68,900 to each independent director to approximate a total equity award of $125,000 during 2024 with cliff vesting of this additional grant at the earlier of the next annual meeting or June 30, 2025. Based upon this study and the conclusions reached by the Compensation Committee, the independent directors' annual compensation for 2024 remained the same as 2023 (except with respect to the equity retainer as described below): 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.An additional 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 annual equity retainer award was modified in December 2024 from an award of a fixed number of shares to an award with a grant date value equal to $125,000 with one year cliff vesting. In addition to their annual compensation, independent directors may receive a periodic equity 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. For example, in December 2024, our Board of Directors approved a one-time grant of RSUs to the independent directors with a target value of $56,100 (6,004 RSUs) to true up the 2024 equity retainer in connection with the new approach approved in December 2024 as described above. In addition, during 2024, the Board of Directors approved a one-time fee of $10,000 to Ms. Hamilton for additional director oversight services.

  9. Independent Director Compensation Table During 2024

    Independent Director Compensation Table During 2024

  10. Independent Director Compensation Table During 2024

    | Name of Director | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Option Awards(3) ($) | Total Compensation ($) | | William C. Mulligan | 91,000 | 126,300 | — | 217,300 | | Satjiv S. Chahil | 75,000 | 126,300 | — | 201,300 | | Sue Ann R. Hamilton | 85,000 | 126,300 | — | 211,300 | | Romulo C. Pontual (4) | 81,861 | 126,300 | — | 208,161 | | Eric B. Singer | 60,000 | 151,185 | — | 211,185 | | Edward K. Zinser | 81,250 | 126,300 | — | 207,550 |

  11. Independent Director Compensation Table During 2024

    (1)This column represents the cash compensation earned in 2024 for Board and committee service. See the "Additional Information about Fees Earned or Paid in Cash During 2024" 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, 2024, as filed with the SEC. See "Additional Information about Independent Director Equity Awards" for further information related to stock awards granted in 2024. (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, 2024, as filed with the SEC. See "Additional Information about Independent Director Equity Awards" for further information related to stock options granted in 2024. (4)Mr. Pontual was appointed to the Audit Committee in April 2024. Mr. Arling, who is currently 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 2024. All directors are reimbursed for travel expenses and other out-of-pocket costs incurred to attend meetings.

  12. 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 2024, over 60% 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 55% of their total 2024 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.

  13. Operating Performance

    | Strategic Initiatives | Related Achievements | | Deliver new standard products, as well as custom variants, currently on our project development backlog, specifically in the climate control channel. | Shipped new thermostat to HVAC customer in Q3 2024. A European utility has chosen our Tide Touch product, with shipments expected in Q3 2025. | | 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. | Shipped a range of new products to a smart home solutions customer in Q4 2024. Announced new technology platforms, including system on a chip and QuickSet Widget with WiFi6, Matter and Thread capabilities. | | Expand our software and service platform, QuickSet, to deliver new features that enhance the personalization and engagement of users on smart entertainment and smart home platforms. | Developed QuickSet homeSense (Level 1 & Level 3) to deliver privacy-based user detection and monitoring for enhanced climate control and smart home device personalization. Delivered proof of concept of our QuickSet 7 Cloud software and services running on broadband gateway platforms for major telecom customers. | | Execute go-to-market strategies that help position our sustainable technology in our major verticals. | Delivered ultra-low power remote control to a global communications company in Q1 2024. Delivered a sensor to a smart home solutions company with built-in energy harvesting photovoltaic ("PV") cells in Q4 2024. New customer design win for a remote with energy-harvesting (PV cell) is currently in development and due to ship in Q2 2025. | | Consider acquisitions or strategic partners that complement and strengthen our existing business. | Identified potential acquisition target in the climate control market. | | Optimize and diversify our manufacturing footprint and reduce our manufacturing concentration in the People's Republic of China. | Successfully scaled down Mexico manufacturing facility to a refurbishment facility. Scaled up manufacturing capacity and new product capabilities in Vietnam. Engaged with third-party manufacturers in Vietnam, India and Taiwan to diversify production of certain product categories. |

  14. 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, 2024. The comparison assumes that $100 was invested on December 31, 2019 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.

  15. 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 60% of our CEO's total 2024 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, performance stock units that have met any share price-based market conditions, and "in-the-money" stock options. TSR reflects the stock price appreciation or declines since year-end 2019, 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 2019. 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.

  16. Pay Decisions

    Pay Decisions The Compensation Committee makes decisions for the named executive officer base salary and long-term incentive grants in January of 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 2024: •Messrs. Hackworth, Ammari and Carnifax 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 2024. See the 2024 Performance Incentive Plan calculation chart on page 32. •Made annual grants of restricted stock and performance stock units on February 7, 2024 at grant values that represented a decrease of 83% for our Chief Executive Officer and 47% for certain of our Non-CEO NEOs over 2023 grants. See also table contained in the section titled "Long Term Incentives" on page 32. 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.

  17. 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. |

  18. 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.

  19. 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 used for 2024 differed from 2023 as Coherent, Inc. was removed and Kimball Electronics was 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.

  20. Peer Group

    | Universal Electronics 2024 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 | iRobot Corporation | Kimball Electronics | InterDigital, Inc. | VOXX International Corporation | Xperi Inc. | | Daktronics Inc. | Knowles Corporation | Methode Electronics, Inc. | | | | | FARO Technologies, Inc. | Rogers Corporation | | | | | | Novanta Inc. | | | | | | | OSI Systems, Inc. | | | | | | | Vishay Precision Group, Inc. | | | | | |

  21. Peer Group

    The 20 companies in the Peer Group generally had 2024 revenue, market capitalization and total enterprise value (as of December 31, 2024) in a relevant range around those of the Company as set forth below.

  22. Peer Group

    | (in millions) | Revenue | Market Capitalization | Industry | | Company | | | | | Kimball Electronics, Inc. | $1,715 | $462 | Electronic Manufacturing Services | | OSI Systems, Inc. | $1,539 | $2,798 | Electronic Equipment and Instruments | | Dolby Laboratories, Inc. | $1,274 | $7,467 | Systems Software | | Methode Electronics, Inc. | $1,115 | $420 | Electronic Manufacturing Services | | Novanta Inc. | $949 | $5,488 | Electronic Equipment and Instruments | | Alarm.com Holdings, Inc. | $940 | $3,005 | Application Software | | Cognex Corporation | $915 | $6,151 | Electronic Equipment and Instruments | | InterDigital, Inc. | $869 | $4,910 | Application Software | | Rogers Corporation | $830 | $1,896 | Electronic Components | | Daktronics, Inc. | $818 | $792 | Electronic Equipment and Instruments | | GoPro, Inc. | $801 | $169 | Consumer Electronics | | iRobot Corporation | $682 | $237 | Household Appliances | | Knowles Corporation | $554 | $1,755 | Electronic Components | | Bel Fuse Inc. | $535 | $1,051 | Electronic Components | | CTS Corporation | $516 | $1,588 | Electronic Manufacturing Services | | Arlo Technologies, Inc. | $511 | $1,123 | Electronic Equipment and Instruments | | Xperi Inc. | $494 | $460 | Systems Software | | VOXX International Corporation | $469 | $166 | Consumer Electronics | | Universal Electronics Inc. | $395 | $143 | Consumer Electronics | | FARO Technologies, Inc. | $342 | $480 | Electronic Equipment and Instruments | | Vishay Precision Group, Inc. | $307 | $311 | Electronic Equipment and Instruments | | Peer Group Median | $801 | $1,051 | | | Data source: Standard & Poor's Capital IQ. | | | |

  23. 2024 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 | $476,900 | $2,136,900 | | Bryan M. Hackworth | $416,925 | 70% | $708,925 | $371,000 | $1,079,925 | | Ramzi S. Ammari | $416,925 | 60% | $666,925 | $318,000 | $984,925 | | Richard K. Carnifax | $326,925 | 50% | $489,925 | $185,000 | $674,925 | | David Chong | $338,460 | 50% | $507,460 | $185,000 | $692,460 |

  24. 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 2024, the Performance Incentive Plan payment for named executives was determined in two steps. First, the Preliminary Annual Incentive was calculated using the following formula:

  25. 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 2024, 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 loss per share for 2023 was $0.78, the Compensation Committee established an Adjusted Non-GAAP Diluted EPS of $0.52 for Performance Incentive Plan funding at target levels for 2024. In the course of determining the Adjusted Non-GAAP Diluted EPS target, the Compensation Committee concluded that its achievement was substantially uncertain. Actual 2024 Adjusted Non-GAAP loss per share of $0.05 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: •Stock-based compensation; •Amortization of acquired intangible assets; •Litigation costs; •Factory restructuring costs; •Legal judgment; •Severance; •Lease termination; •Foreign currency gains and losses; •Tax effects of the above adjustments; •Valuation allowance on certain deferred tax assets; and •Certain net deferred tax 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:

  26. 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) | $0.40 | $0.52 | $0.70 | $(0.05) | | 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% | |

  27. 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 2024 Performance Incentive Plan award calculations for our NEOs are indicated in the following table:

  28. 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 | $416,925 | 70% | $292,000 | 0% | N/A | $— | | Ramzi S. Ammari | $416,925 | 60% | $250,000 | 0% | N/A | $— | | Richard K. Carnifax | $326,925 | 50% | $163,000 | 0% | N/A | $— | | David Chong | $338,460 | 50% | $169,000 | 0% | N/A | $— |

  29. 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.

  30. Long-Term Incentives

    Long-Term Incentives The Compensation Committee sets guideline award levels for long-term equity compensation for our NEOs. The 2024 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 restricted stock units and performance 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 (performance stock units) 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 stock price used to determine the number of 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. This grant price of our 2024 equity grants to our NEOs was $8.53. For financial reporting purposes, the 2024 performance stock units were valued using an average Monte Carlo fair value of $4.72. Our 2024 equity awards to the NEOs are indicated in the table below:

  31. Long-Term Incentives

    | | Target Grant Value of all Equity Awards | Restricted Stock Units Granted | Performance Stock Units Granted | Final Accounting Grant Date Award Value | | | | Executive | | | | Restricted Stock Units | Performance Stock Units | Total Grant Value | | Paul D. Arling | $476,900 | 36,000 | 36,000 | $307,080 | $169,920 | $477,000 | | Bryan M. Hackworth | $371,000 | 28,000 | 27,999 | $238,840 | $132,155 | $370,995 | | Ramzi S. Ammari | $318,000 | 24,000 | 24,000 | $204,720 | $113,280 | $318,000 | | Richard K. Carnifax | $185,000 | 14,000 | 14,001 | 119,420 | 66,085 | 185,505 | | David Chong | $185,000 | 14,000 | 14,001 | 119,420 | 66,085 | 185,505 |

  32. Long-Term Incentives

    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 2024 restricted stock unit awards granted to our NEOs are subject to a three-year vesting period (33.33% on February 7, 2025 and 8.33% each quarter thereafter). Under the terms of our stock incentive plans, unvested restricted stock units are forfeited if the executive voluntarily leaves the Company. Performance Stock Unit Features. The 2024 performance stock unit awards granted to our NEOs are subject to a three-year ratable vesting period (service condition) and must achieve market conditions based upon our stock price. 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 performance stock units are forfeited if the executive voluntarily leaves the Company.

  33. 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.

  34. Summary Compensation Table

    Summary Compensation Table

  35. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards (1) ($) | Performance Stock Awards (2) ($) | Option Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation (5) ($) | Total ($) | | Paul D. Arling | 2024 | 830,000 | 307,080 | 169,920 | — | — | 27,010 | 1,334,010 | | Chairman of the Board and | 2023 | 830,000 | 1,399,965 | — | 1,399,995 | — | 28,775 | 3,658,735 | | Chief Executive Officer | 2022 | 830,000 | 1,049,955 | — | 1,049,970 | — | 27,275 | 2,957,200 | | Bryan M. Hackworth | 2024 | 416,925 | 238,840 | 132,155 | — | — | 17,855 | 805,775 | | Senior Vice President and | 2023 | 400,000 | 399,955 | — | 400,005 | — | 17,605 | 1,217,565 | | Chief Financial Officer | 2022 | 400,000 | 299,935 | — | 300,000 | — | 23,795 | 1,023,730 | | Ramzi S. Ammari | 2024 | 416,925 | 204,720 | 113,280 | — | — | 15,030 | 749,955 | | Senior Vice President, | 2023 | 400,000 | 350,055 | — | 350,025 | — | 16,330 | 1,116,410 | | Corporate Planning and Strategy | 2022 | 400,000 | 275,060 | — | 275,020 | — | 18,330 | 968,410 | | Richard K. Carnifax | 2024 | 326,925 | 119,420 | 66,085 | — | — | 10,510 | 522,940 | | Senior Vice President, | 2023 | 302,300 | 199,975 | — | 199,975 | — | 11,250 | 713,500 | | Global Operations | 2022 | 256,600 | 180,005 | — | — | — | 10,250 | 446,855 | | David Chong | 2024 | 338,460 | 119,420 | 66,085 | — | — | 15,250 | 539,215 | | Executive Vice President, | 2023 | 367,140 | 95,120 | — | — | — | 10,270 | 472,530 | | Global Sales | 2022 | 331,755 | 200,020 | — | — | — | 6,745 | 538,520 |

  36. Summary Compensation Table

    (1)This column represents the total grant date fair value of restricted stock unit awards granted during 2024, 2023 and 2022. 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, 2024, as filed with the SEC. (2)This column represents the total grant date fair value of performance stock unit awards granted during 2024. 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, 2024, as filed with the SEC. The value of the performance stock units granted in 2024 for performance at maximum would be as follows: Mr. Arling $301,680, Mr. Hackworth $234,632, Mr. Ammari $201,120, Mr. Carnifax $117,328 and Mr. Chong $117,328. (3)This column represents the total grant date fair value of stock options granted during 2023 and 2022 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, 2024, as filed with the SEC. (4)This column represents cash amounts earned under the Company's Performance Incentive Plan. (5)See the "All Other Compensation Table" for additional information.

  37. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table provides information about equity and non-equity compensation granted to our NEOs during 2024.

  38. Grants of Plan-Based Awards in Fiscal 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Paul D. Arling | | 415,000 | 830,000 | 1,660,000 | | | | | | | | 2/7/2024 | | | | | | | 36,000 | 307,080 | | | 2/7/2024 | | | | 12,000 | 36,000 | 36,000 | | 169,920 | | Bryan M. Hackworth | | 146,000 | 292,000 | 584,000 | | | | | | | | 2/7/2024 | | | | | | | 28,000 | 238,840 | | | 2/7/2024 | | | | 9,333 | 27,999 | 27,999 | | 132,155 | | Ramzi S. Ammari | | 125,000 | 250,000 | 500,000 | | | | | | | | 2/7/2024 | | | | | | | 24,000 | 204,720 | | | 2/7/2024 | | | | 8,000 | 24,000 | 24,000 | | 113,280 | | Richard K. Carnifax | | 81,500 | 163,000 | 326,000 | | | | | | | | 2/7/2024 | | | | | | | 14,000 | 119,420 | | | 2/7/2024 | | | | 4,667 | 14,001 | 14,001 | | 66,085 | | David Chong | | 84,500 | 169,000 | 338,000 | | | | | | | | 2/7/2024 | | | | | | | 14,000 | 119,420 | | | 2/7/2024 | | | | 4,667 | 14,001 | 14,001 | | 66,085 |

  39. Grants of Plan-Based Awards in Fiscal 2024

    (1)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. (2)This column represents the threshold, target and maximum number of performance stock unit awards granted on February 07, 2024 subject to a 3-year ratable service condition and the attainment of share price-based market conditions. (3)These awards relate to restricted stock unit awards granted on February 07, 2024 subject to a 3-year vesting period 33.33% on February 07, 2025 and 8.33% each quarter thereafter. (4)This amount represents the grant date fair value of our restricted stock unit awards and performance stock unit awards calculated in accordance with ASC 718. See Note 15 to our Consolidated Financial Statements.

  40. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table provides information on the stock options, restricted stock unit and performance stock unit awards held by the NEOs at December 31, 2024:

  41. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price (2) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested (4) ($) | | Paul D. Arling | 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 | 43,805 | — | 59.430 | 2/11/2028 | | | | | | | 2/10/2022 | 64,726 | 5,884 | 34.555 | 2/10/2029 | | | | | | | 2/9/2023 | 75,408 | 53,862 | 24.765 | 2/9/2030 | | | | | | | 2/7/2024 | — | — | — | — | — | — | 36,000 | 396,000 | | | Various (5) | — | — | — | — | 62,086 | 682,946 | | | | Bryan M. Hackworth | 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 | 12,515 | — | 59.430 | 2/11/2028 | | | | | | | 2/10/2022 | 18,494 | 1,681 | 34.555 | 2/10/2029 | | | | | | | 2/9/2023 | 21,546 | 15,389 | 24.765 | 2/9/2030 | | | | | | | 2/7/2024 | — | — | — | — | — | — | 27,999 | 307,989 | | | Various (6) | — | — | — | — | 35,452 | 389,972 | | | | 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 | 11,475 | — | 59.430 | 2/11/2028 | | | | | | | 2/10/2022 | 16,954 | 1,541 | 34.555 | 2/10/2029 | | | | | | | 2/9/2023 | 18,854 | 13,466 | 24.765 | 2/9/2030 | | | | | | | 2/7/2024 | — | — | — | — | — | — | 24,000 | 264,000 | | | Various (7) | — | — | — | — | 30,552 | 336,072 | | | | Richard K. Carnifax | 2/9/2023 | 10,772 | 7,693 | 24.765 | 2/9/2030 | | | | | | | 2/7/2024 | — | — | — | — | — | — | 14,001 | 154,011 | | | Various (8) | — | — | — | — | 19,298 | 212,278 | | | | David Chong | 2/8/2018 | 14,025 | — | 44.950 | 2/8/2025 | | | | | | | 2/13/2019 | 19,455 | — | 27.065 | 2/13/2026 | | | | | | | 2/7/2024 | — | — | — | — | — | — | 14,001 | 154,011 | | | Various (9) | — | — | — | — | 22,817 | 250,987 | | |

  42. Outstanding Equity Awards at Fiscal 2024 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)The market value of unvested restricted stock unit awards is calculated based on the $11.00 closing price of UEIC common stock on December 31, 2024, which was the last business day of 2024. (4)Performance stock unit awards vest ratably over a three-year time frame, subject to share price-based market conditions. The market value of unvested performance stock unit awards is calculated based on the $11.00 closing price of UEIC common stock on December 31, 2024, which was the last business day of 2024. (5)Mr. Arling's restricted stock unit award dated February 10, 2022 vests as follows: 2,532 shares on February 10, 2025. Mr. Arling's restricted stock unit award dated February 9, 2023 vests as follows: 4,711 shares on February 9, 2025 and 18,843 shares on April 30, 2025 in accordance with the Transition Agreement as described on page 41. Mr. Arling's restricted stock unit award dated February 7, 2024 vests as follows: 12,000 shares on February 7, 2025 and 24,000 shares on April 30, 2025 in accordance with the Transition Agreement. (6)Mr. Hackworth's restricted stock unit award dated February 10, 2022 vests as follows: 723 shares on February 10, 2025. Mr. Hackworth's restricted stock unit award dated February 9, 2023 vests as follows: 1,346 shares on February 9, 2025, and each quarterly anniversary thereafter until November 9, 2025 and 1,345 on the final vesting on February 9, 2026. Mr. Hackworth's restricted stock unit award dated February 7, 2024 vests as follows: 9,333 shares on February 7, 2025, 2,334 shares on May 7, 2025, and each quarterly anniversary thereafter until November 7, 2025 and 2,333 shares each quarterly anniversary thereafter until the final vesting on February 7, 2027. (7)Mr. Ammari's restricted stock unit award dated February 10, 2022 vests as follows: 663 shares on February 10, 2025. Mr. Ammari's restricted stock unit award dated February 9, 2023 vests as follows: 1,178 shares on February 9, 2025, and each quarterly anniversary thereafter until November 9, 2025 and 1,177 shares on the final vesting on February 9, 2026. Mr. Ammari's restricted stock unit award dated February 7, 2024 vests as follows: 8,000 shares on February 7, 2025, 2,000 shares on May 7, 2025, and each quarterly anniversary thereafter until the final vesting on February 7, 2027. (8)Mr. Carnifax's restricted stock unit award dated February 22, 2022 vests as follows: 1,934 shares on February 22, 2025. Mr. Carnifax's restricted stock unit award dated February 9, 2023 vests as follows: 673 shares on February 9, 2025, and each quarterly anniversary thereafter until November 9, 2025 and 672 shares on the final vesting on February 9, 2026. Mr. Carnifax's restricted stock unit award dated February 7, 2024 vests as follows: 4,668 shares on February 7, 2025, 1,167 shares on May 7, 2025, and each quarterly anniversary thereafter until February 7, 2026 and 1,666 shares each quarterly anniversary thereafter until the final vesting on February 7, 2027. (9)Mr. Chong's restricted stock unit award dated February 22, 2022 vests as follows: 2,149 shares on February 22, 2025. Mr. Chong's restricted stock unit award dated May 23, 2023 vests as follows: 3,334 shares on May 23, 2025 and annually thereafter until the final vesting on May 23, 2026. Mr. Chong's restricted stock unit award dated February 7, 2024 vests as follows: 4,668 shares on February 7, 2025, 1,167 shares on May 7, 2025, and each quarterly anniversary thereafter until February 7, 2026 and 1,666 shares each quarterly anniversary thereafter until the final vesting on February 7, 2027.

  43. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information about options exercised, restricted stock units and performance stock units vested for the NEOs during the year ended December 31, 2024:

  44. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | Performance Stock Awards | | | Name | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Paul D. Arling | — | — | 44,576 | 442,104 | — | — | | Bryan M. Hackworth | — | — | 12,733 | 126,286 | — | — | | Ramzi S. Ammari | — | — | 11,283 | 111,955 | — | — | | Richard K. Carnifax | — | — | 7,481 | 69,518 | — | — | | David Chong | — | — | 6,459 | 66,907 | — | — |

  45. 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.

  46. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  47. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure For fiscal 2024, 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 117 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, 2024 (the "Determination Date"). For purposes of this pay ratio disclosure, CEO Compensation was determined to be $1,334,010, the total compensation reported for Mr. Arling under the "Summary Compensation Table" for 2024. In addition, Median Annual Compensation was determined to be $11,434, and was calculated by totaling for our Median Employee all applicable elements of compensation for 2024 in accordance with Item 402(c)(2)(x) of Regulation S-K. We identified the Median Employee as of the Determination Date from the 3,785 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 52 non-U.S. employees (consisting of 3 employees in France, 6 employees in Germany, 2 employees in Italy, 15 employees in Japan, 10 employees in Korea, 6 employees in Spain and 10 employees in the United Kingdom, or collectively 1.4% of our total workforce). The compensation measurement was calculated by totaling, for each employee, base cash compensation received during 2024, 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.

  48. 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 36 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.

  49. PAY VERSUS PERFORMANCE

    | (In thousands, except for shareholder returns and per share numbers) | | | | | | | | | | 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) | | | | 2024 | $1,334 | $1,704 | $654 | $784 | $21.05 | $141.58 | $(24,029) | $(0.05) | | 2023 | $3,659 | $382 | $880 | $276 | $17.97 | $159.99 | $(98,238) | $(0.18) | | 2022 | $2,957 | $(2,618) | $766 | $(154) | $39.82 | $116.92 | $407 | $2.56 | | 2021 | $2,957 | $(1,677) | $818 | $138 | $77.98 | $155.76 | $5,300 | $3.59 | | 2020 | $3,593 | $3,350 | $1,007 | $1,027 | $100.38 | $169.76 | $38,572 | $3.76 |

  50. 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:

  51. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation Actually Paid for CEO (in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | | Total compensation as reported in the SCT | $1,334 | $3,659 | $2,957 | $2,957 | $3,593 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | (307) | (1,400) | (1,050) | (1,050) | (1,050) | | Deduction for amounts reported under the "Performance Stock Awards" column in the SCT | (170) | — | — | — | — | | Deduction for amounts reported under the "Option Awards" column in the SCT | — | (1,400) | (1,050) | (1,050) | (1,050) | | Increase for fair value of awards granted during the current year that remain unvested as of year end | 646 | 782 | 1,048 | 1,281 | 2,533 | | 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 | 177 | (1,167) | (3,250) | (3,453) | (375) | | 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 | 24 | (92) | (1,273) | (362) | (301) | | CAP (as calculated) | $1,704 | $382 | $(2,618) | $(1,677) | $3,350 |

  52. 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 2024 and 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:

  53. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs (in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | | Total compensation as reported in the SCT | $654 | $880 | $766 | $818 | $1,007 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | (171) | (261) | (226) | (219) | (244) | | Deduction for amounts reported under the "Performance Stock Awards" column in the SCT | (94) | — | — | — | — | | Deduction for amounts reported under the "Option Awards" column in the SCT | — | (238) | (181) | (219) | (219) | | Increase for fair value of awards granted during the current year that remain unvested as of year end | 359 | 156 | 211 | 267 | 563 | | 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 | 31 | (231) | (573) | (519) | (29) | | 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 | 5 | (30) | (151) | 10 | (51) | | CAP (as calculated) | $784 | $276 | $(154) | $138 | $1,027 |

  54. 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 2024 to Company performance for 2024:

  55. PAY VERSUS PERFORMANCE

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

  56. PAY VERSUS PERFORMANCE

    The following chart provides a graphical representation of the Company's five-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 five-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.