DEF 14A of Netgear, Inc., Apr 18, 2025

DEF 14A of Netgear, Inc.

Filed Apr 18, 2025 · FY20240000950170-25-055906

Open on EDGAR

  1. Information Concerning the Nominees and Incumbent Directors

    Information Concerning the Nominees and Incumbent Directors The names of the nominees and certain biographical information about them as of March 31, 2025 are set forth below:

  2. Information Concerning the Nominees and Incumbent Directors

    | | | | | | | Committee Memberships | | | | | Director/Nominee | Age | Director Since | Principal Occupation | Other Public Com- pany Boards | Inde- pen- dent | Audit | Com- pensa- tion | Cyber- secur- ity | Nomin- ating and Corp- orate Govern- ance | | Charles (CJ) Prober | 53 | 2024 | Chief Executive Officer | 1 | | | | | | | Sarah S. Butterfass | 47 | 2020 | Director/Nominee | 0 | X | | X | | X | | Laura J. Durr | 64 | 2020 | Director/Nominee | 2 | X | C | | X | | | Shravan K. Goli | 54 | 2021 | Chief Executive Officer at Colibri Group | 0 | X | | X | | X | | Bradley L. Maiorino | 54 | 2018 | Corporate Vice President and Chief Information Security Officer of RTX Corporation | 0 | X | X | | C | | | Laura C. Orvidas | 51 | 2024 | Chief Executive Officer of onXmaps | 0 | X | | X | X | | | Janice M. Roberts | 69 | 2019 | Director/Nominee | 1 | X | X | C | | |

  3. Information Concerning the Nominees and Incumbent Directors

    | 6 | 2025 PROXY STATEMENT | |

  4. Information Concerning the Nominees and Incumbent Directors

    | Committees: • None | Charles (CJ) Prober | | | | Chief Executive Officer Director since: 2024 | Age: 53 | | | Biography Charles (CJ) Prober is Chief Executive Officer and a member of the board of directors of NETGEAR since January 2024. Prior to joining NETGEAR, Mr. Prober served as President of Life360, Inc. ("Life360"), a consumer software company, from January 2022 to July 2023. Mr. Prober continues to serve on the board of directors of Life360. Mr. Prober joined Life360 via the acquisition of Tile, Inc. ("Tile"), a software and consumer electronics company, in January 2022 and served as the Chief Executive Officer of Tile from September 2018 to January 2022. Mr. Prober also previously served as a member of Tile’s board of directors from February 2018 to January 2022, including as its Executive Chairman from February 2018 to September 2018. Before then, he served as the Chief Operating Officer of GoPro, Inc. from January 2017 to February 2018 and its Senior Vice President of Software and Services from June 2014 to December 2016. Prior thereto, Mr. Prober held executive leadership roles at Electronic Arts Inc., and prior to his executive leadership roles, Mr. Prober was a | consultant with McKinsey & Company and a corporate attorney with Wilson Sonsini Goodrich & Rosati. Mr. Prober received his Bachelor of Commerce from the University of Manitoba and a Bachelor of Laws from McGill University. Relevant Expertise Mr. Prober brings significant experience to NETGEAR, having been a board member and executive of technology companies for over 20 years. Other Public Company Boards Life 360, Inc. |

  5. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Compensation and Talent • Nominating and Corporate Governance | Sarah S. Butterfass | | | | Director Director since: 2020 | Age: 47 | | | Biography Sarah Butterfass joined the board in October of 2020. She most recently served as the Chief Product Officer (CPO) at FanDuel from October 2020 to April 2024. As CPO, Sarah led the product development organization and was responsible for delivering world-class experiences to FanDuel customers. Prior to FanDuel, Sarah served as Groupon’s Chief Product Officer. As Groupon’s top product development leader, Sarah oversaw the company’s global product organization in developing the future of the Groupon experience for consumers and businesses across all channels and all verticals. Prior to Groupon, Sarah served as E*TRADE’s Senior Vice President and Head of Customer Experience. While at E*TRADE, she also served as Senior Vice President of the company’s Trader Group and Chief Marketing Officer of OptionsHouse, an E*TRADE company. Prior to E*TRADE, Sarah was Vice President of Customer Loyalty at Orbitz and served in other senior product roles. Sarah has an M.B.A. from the Kellogg School of Management and a bachelor’s degree from Northwestern University. | Relevant Expertise As a former chief product officer at leading edge technology companies and as a prior senior executive and chief marketing officer at other leading technology and e-commerce companies, Ms. Butterfass provides the Company with targeted expertise and insight into product, subscription services, and software, as well as extensive operational, strategic and executive management experience. Other Public Company Boards None |

  6. Information Concerning the Nominees and Incumbent Directors

    | | 2025 PROXY STATEMENT | 7 |

  7. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Audit (Chair) • Cybersecurity | Laura J. Durr | | | | Director Director since: 2020 | Age: 64 | | | Biography Laura J. Durr has served as one of our directors since January 2020. Ms. Durr served as the Executive Vice President and Chief Financial Officer of Polycom, Inc. from May 2014 until its acquisition by Plantronics Inc. in July 2018. Prior to becoming Chief Financial Officer, Ms. Durr held various finance leadership roles at Polycom between 2004 and 2014, including Senior Vice President-Worldwide Finance, Chief Accounting Officer and Worldwide Controller. Prior to joining Polycom, Ms. Durr held executive positions in finance and administration at Lucent Technologies and International Network Services and also spent six years at Price Waterhouse LLP. Ms. Durr also serves on the board of directors of Xperi Inc. (public) and Owlet, Inc. (public). Ms. Durr was a certified public accountant and holds a B.S. in Accounting from San Jose State University. | Relevant Expertise Ms. Durr provides valuable operational, cybersecurity and strategic experience and insight, given her background in finance and strategy for leading Silicon Valley technology companies. Other Public Company Boards Xperi Inc. Owlet, Inc. |

  8. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Compensation and Talent Committee • Nominating and Corporate Governance | Shravan K. Goli | | | | Director Director since: 2021 | Age: 54 | | | Biography Shravan K. Goli has been one of our directors since October 2021and is currently the Chief Executive Officer at Colibri Group -- a professional education company that serves millions of individuals and business customers through over 40 leading brands, offering flexible, online, and in-person learning solutions to licensed professionals. Prior to Colibri, he held several leadership roles at Coursera where he expanded global learning access for millions, led growth in consumer and enterprise markets, and played a key role in the company's successful IPO. At DHI Group Inc. where he initially served as President of Dice.com, a tech job marketplace, he successfully led the growth strategy and operations. From December 2009 to March 2013, Mr. Goli served as President and Chief Executive Officer of Dictionary.com where he sparked impressive growth through product innovation. Before that, Mr. Goli was GM at Yahoo!. Earlier, he worked at Microsoft where he led the launch of several MSN services at MSN.com and subsequently held roles in the home and entertainment division. In addition, he was | a co-founder of Corners. In, a content-centric social networking service. Mr. Goli holds a M.B.A. from the University of Washington and a M.S. in computer science from the University of Maryland. Relevant Expertise As the CEO of Colibri Group, and the former chief operating officer, chief product officer and head of consumer revenue of a public company and prior senior executive at other relevant technology companies, Mr. Goli provides the Company with expertise and insight into technology, subscription services, operations and artificial intelligence, and provides valuable operational, strategic and executive management experience. Other Public Company Boards None |

  9. Information Concerning the Nominees and Incumbent Directors

    | 8 | 2025 PROXY STATEMENT | |

  10. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Audit • Cybersecurity (Chair) | Bradley L. Maiorino | | | | Director Director since: 2018 | Age: 54 | | | Biography Bradley L. Maiorino has served as one of our directors since July 2018. Since April 2021, he has served as Corporate Vice President and Chief Information Security Officer of RTX Corporation, a top aerospace and defense company. Prior to that, Mr. Maiorino served as the Chief Information Security Officer at Thomson Reuters Corporation, a leading provider of business information services. From April 2017 to May 2019, Mr. Maiorino served as an Executive Vice President at Booz Allen Hamilton Inc., a management and technology consulting firm. From June 2014 to April 2017, he served as Senior Vice President and Chief Information Security Officer at Target Corporation, the second largest general merchandise retailer in the United States. From July 2012 to June 2014, Mr. Maiorino was the Chief Information Security and Technology Risk Officer at General Motors Company, an automotive manufacturing and financing services company. Prior to that, from | April 2001 to July 2012, he held various leadership roles in the technology organization of General Electric Company, a global digital industrial company, ultimately serving as Chief Information Security Officer for the company. Mr. Maiorino holds a B.S. degree in professional computer studies from Pace University. Relevant Expertise Mr. Maiorino brings more than 25 years of experience, with diverse business experience and a track record of building and leading global teams within Fortune 50 firms. He has a deep understanding of technology, cybersecurity and risk management, and also has significant contacts and relationships in the technology and cybersecurity community. Other Public Company Boards None |

  11. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Compensation and Talent • Cybersecurity | Laura C. Orvidas | | | | Director Director since: 2024 | Age: 51 | | | Biography Laura Orvidas has served as one of our directors since July 2024. She is the Chief Executive Officer of onXmaps, a leading consumer subscription company that helps inform, inspire, and empower outdoor enthusiasts while expanding access and promoting stewardship opportunities. Prior to onX, Laura spent almost 18 years at Amazon.com in various positions before assuming the role of Vice President across consumer electronics, and Amazon Basics private label. Before Amazon, Laura worked for The Parthenon Group (since acquired by Ernst & Young), a strategy consulting firm. Laura served as an Independent Director for Tile for three years on the Executive Board of Directors and the Finance Committee of two non-profits, Theodore Roosevelt Conservation Partnership and Yellowstone Forever. She earned her degree in Biology from Illinois Wesleyan University. | Relevant Expertise Ms. Orvidas has deep institutional insight and experience with Amazon, one of the world's largest online retailers, which also serves as one of NETGEAR's important sales platforms. Ms. Orvidas' background in online consumer electronics sales, coupled with her experience as the CEO of a popular consumer software subscription company gives her unique strategic and operational insight across the Company's suite of business functions. Other Public Company Boards None |

  12. Information Concerning the Nominees and Incumbent Directors

    | | 2025 PROXY STATEMENT | 9 |

  13. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Audit • Compensation and Talent (Chair) | Janice M. Roberts | | | | Director Director since: 2019 | Age: 69 | | | Biography Janice M. Roberts has served as one of our directors since February 2019. Ms. Roberts is an experienced global technology executive and venture capitalist based in Silicon Valley, where her board experience spans public, private, and nonprofit organizations. Ms. Roberts currently serves on the board of Zebra Technologies, Inc., Totango Inc., and Uneeq Ltd. Most recently she served as director of Zynga Inc. until its acquisition by Take-Two Interactive Software, Inc., where she served as Lead Independent Director, Chair of Compensation Committee and Co-Chair Strategic Committee. Other recent boards include serving as Director of RealNetworks, Inc. for almost 10 years, until 2020, and ARM Holdings PLC (SoftBank Group), from 2011 to 2016. Since April 2014, she has been a partner and advisory partner at Benhamou Global Ventures; an early stage investor in Enterprise 4.0 and AI companies. From 2000 to 2013, Ms. Roberts served as Managing Director of Mayfield Fund, investing in wireless, mobile, enterprise and consumer technology companies. From 1992 to 2000, Ms. Roberts was employed by 3Com Corporation (later acquired by Hewlett Packard), where she held various executive positions, including Senior Vice President of Global Marketing and Business Development, President of 3Com Ventures and President of the Palm Computing Business Unit. | She also serves on the advisory boards of VividQ Ltd., Illuminate Ventures and GBx Global.org, a technology community of British and Bay Area-based entrepreneurs. Ms. Roberts is a member of the Board of Trustees of the Good Samaraitan Hospital (HCA Healthcase Inc.) San Jose, CA. and was a Board Director and President of the Ronald McDonald House at Stanford from 2011 to 2017. Ms. Roberts holds a Bachelor of Commerce degree (Honours) from the University of Birmingham in the U.K. Relevant Expertise Ms. Roberts provides extensive executive and board-level experience from technology companies in multiple product areas and sectors, including networking and communications products, software, microprocessor technology, gaming and applications, spanning consumer, business and service provider markets. She has considerable board governance experience having served on all committees; and as Lead Independent Director. Ms. Roberts’ capabilities include general management, development of new executive compensation programs, company strategy, marketing and product positioning, mergers & acquisitions, and talent development initiatives. Other Public Company Boards Zebra Technologies, Inc. |

  14. Information Concerning the Nominees and Incumbent Directors

    | Our Board of Directors has unanimously approved each of the director nominees listed above and recommends that stockholders vote “FOR” the election of these nominees. |

  15. Information Concerning the Nominees and Incumbent Directors

    | 10 | 2025 PROXY STATEMENT | |

  16. Fiscal Year 2024 Director Compensation

    Fiscal Year 2024 Director Compensation The following Director Compensation Table sets forth certain information regarding the compensation of our non-employee directors for the 2024 fiscal year.

  17. Fiscal Year 2024 Director Compensation

    | Name | Fees Earned In Cash ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2) | Total ($) | | Sarah S. Butterfass | 80,000 | 199,988 | — | 279,988 | | Laura J. Durr | 95,000 | 199,988 | — | 294,988 | | Shravan K. Goli | 70,000 | 199,988 | — | 269,988 | | Bradley L. Maiorino | 90,000 | 199,988 | — | 289,988 | | Laura C. Orvidas(4) | 35,000 | 174,163 | — | 209,163 | | Janice M. Roberts | 85,000 | 199,988 | — | 284,988 | | Barbara V. Scherer(5) | 42,500 | — | — | 42,500 | | Thomas H. Waechter | 107,000 | 199,988 | — | 306,988 |

  18. Fiscal Year 2024 Director Compensation

    (1) The amounts included in the “Stock Awards” column represent the full grant date value of non-option stock awards (restricted stock units) granted in 2024 calculated utilizing the provisions of the authoritative guidance for stock compensation without regard to vesting. For a discussion of the valuation assumptions, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, each Director had the following number of NETGEAR restricted stock units outstanding: Ms. Butterfass, 14,619 units; Ms. Durr, 14,619 units; Mr. Goli, 14,619 units; Mr. Maiorino, 14,619 units; Ms. Orvidas, 11,150 units; Ms. Roberts, 14,619 units; and Mr. Waechter, 14,619 units. (2) There were no stock option awards made to the Directors in 2024. As of December 31, 2024, none of the Directors had options outstanding. (3) On May 30, 2024, each of the then-serving directors was issued 14,619 restricted stock units, which vest entirely on the date of the 2025 Annual Meeting of Stockholders. (4) On July 16, 2024, Ms. Orvidas was issued 11,150 restricted stock units in connection with her appointment to the Board, which vest entirely on the date of the 2025 Annual Meeting of Stockholders. (5) Ms. Scherer did not stand for re-election to the Board of Directors at our 2024 Annual Meeting of Stockholders and was not eligible to receive the annual grant of 14,619 restricted stock units.

  19. Re-aligning Our 2024 Incentive Programs to Drive Our Business Transformation

    Re-aligning Our 2024 Incentive Programs to Drive Our Business Transformation We believe that incentive plans should evolve over time in response to the changing needs and strategies of the Company. The CTC conducts an annual comprehensive review of both our short-term and long-term incentive compensation programs to ensure those plans are both market competitive and align with the strategic goals of the business. In early 2024, after an extensive review by the CTC, management, and the CTC's independent compensation consultant, the CTC determined that our prior short- and long-term incentive programs no longer incentivized our go-forward measures of success. We therefore realigned our 2024 executive compensation programs to enhance our ability to attract and retain world-class leaders who we believe can achieve our transformation goals, to drive long-term stockholder value, and to secure the phased and orderly transition of our executive team. Specifically, we implemented a pay-for-performance philosophy that drives our approach to executive compensation and took the following steps to achieve our goals: • We incorporated a relative performance metric into the performance-based RSUs ("PSUs") awarded to our NEOs in 2024. The PSUs awarded to our new CEO are based on the relative performance of our total shareholder return ("TSR") over the first three years of his employment, measured annually and over the cumulative period, as compared to the TSRs of the companies in the Nasdaq Telecommunications Index. For consistency across our leadership team, we began using 3-year relative TSR in the annual PSUs and in new hire awards for executive officers who joined us later in the year, including Mr. Badjate. We believe the addition of relative TSR as a performance metric in our executive compensation program further strengthens the alignment of interests between our NEOs and that of our stockholders and reinforces our focus on delivering long-term value to our stockholders. Please see the “Long-Term Incentive Compensation” section below for additional information. • We updated the vesting period for our time-based RSUs from four years to three years to align with market practice and to increase perceived competitiveness of new awards. Under this new vesting schedule, one-third of the RSUs vest one year after the vest start date and the remaining shares vest in equal quarterly installments over the next two years. Please see the “Long-Term Incentive Compensation” section below for additional information. We split our 2024 executive bonus plan into two half-year performance periods, with each performance period accounting for 50% of the overall bonus. This decision enhanced the CTC’s ability to establish rigorous and meaningful performance goals during a period of intense change for both our business and the composition of our leadership team. Driven by the uncertainty at the onset of the fiscal year, we ultimately eliminated the executive bonus plan for the first half of 2024. Under the executive bonus plan for the second half of 2024, participating NEOs received payouts ranging from 36% to 49% of their respective 2024 target bonus opportunities for such performance period. Please see the “Annual Cash Incentive Compensation” section below for additional information.

  20. Re-aligning Our 2024 Incentive Programs to Drive Our Business Transformation

    | 44 | 2025 PROXY STATEMENT | |

  21. Executive Compensation Practices

    | What We Do | What We Don’t Do | | ✓ Employ a pay-for-performance philosophy reflected in program design and target pay levels ✓ Set challenging targets for executive officers to earn cash incentives ✓ Rely on an independent Compensation and Talent Committee and engage an independent compensation consultant ✓ Maintain stock ownership guidelines for executive officers and directors ✓ Maintain a clawback policy ✓ Engage regularly with stockholders ✓ Engage in annual performance reviews of Board of Directors via a third party. | × No compensation plans that encourage excessive risk taking × No executive benefits or perquisites outside of participation in broad-based plans × No tax gross-ups on severance or change-of-control benefits × No short sales, hedging or pledging of stock ownership positions and transactions involving derivatives of our common stock |

  22. Executive Compensation Philosophy

    Executive Compensation Philosophy We compete in an aggressive and dynamic industry and, as a result, we believe that hiring, motivating and retaining quality employees, particularly senior managers, sales personnel and technical personnel, are critical factors to our future success. The foundational pay-for-performance philosophy underlying our compensation programs aims to address a number of objectives, including attracting and retaining highly qualified executive officers, incentivizing and rewarding exceptional individual contribution, teamwork and integrity, supporting employee engagement and motivating management to achieve returns for our stockholders. Our CTC also oversees management’s efforts to foster a desired corporate culture that aligns with the Company’s values and strategy. Our CTC, as well as the Board of Directors, does not believe that our compensation policies encourage excessive risk taking by our executives or employees. Our programs are geared for short and long-term performance with the goal of increasing stockholder value over the long term. Our executive compensation program impacts all of our employees by setting general levels of compensation and helping to create an environment of goals, rewards and expectations. We believe that the compensation of our executives should reflect their success as a management team in attaining key short-term and long-term operating objectives, such as growth of sales, revenues, operating margins, and earnings per share, paid subscribers, market share, long-term competitive advantage and, ultimately, in attaining and sustaining an increased market price for our common stock. We believe that the performance of our executives in managing the Company, considered in light of general economic conditions, our company and industry, and competitive conditions, should be the basis for determining their overall compensation. We also believe that their compensation should not be based on the short-term performance of our stock, whether favorable or unfavorable, as we expect the price of our stock will reflect our operating performance over the long-term, and ultimately, the management of the Company by our executives. We hold an annual stockholder advisory vote to approve the compensation of our NEOs, commonly referred to as a say-on-pay vote. Historically, our stockholders have overwhelmingly supported our executive compensation program, with an average of 97% support from our 2011 Annual Meeting, when we held our first say-on-pay vote, through our 2023 Annual Meeting. At our 2024 Annual Meeting, approximately 71% of stockholder votes cast were in favor of our say-on-pay resolution. Based on discussions with our stockholders held during our subsequent outreach efforts, we believe the results of last year’s say-on-pay vote were unusual because of the unique circumstances of our CEO transition in early 2024, as stockholders did not raise any specific concerns regarding our 2023 executive compensation program. Our CTC and the Board of Directors take very seriously the voting results and the feedback received from our stockholders. The CTC will therefore continue to consider stockholder feedback when establishing severance arrangements for our executive officers and provide transparent disclosure on circumstances when severance is actually paid to executive officers in the future.

  23. Designing a Competitive Compensation Package

    Designing a Competitive Compensation Package Recruitment and retention of our NEOs and other executive management require a competitive compensation package. Our CTC has the responsibility for evaluating the executive compensation plans, policies, and programs and making such recommendations or changes as it deems appropriate. Our CTC’s approach emphasizes setting total compensation for executives, which consists of base salary and benefits, annual cash incentive and long-term incentive awards, at or near the median of the Peer Group. For 2024 compensation comparison purposes, the Peer Group was reviewed and updated in April 2024 by FW Cook, the CTC’s independent compensation consultant, with input from Mr. Prober and our CTC and final approval by the CTC. The 2024 updates to our Peer Group relative to 2023 included removing (i) Avid Technology, Inc. and EchoStar Corporation, each of which was acquired, and (ii) CalAmp Corp., F5 Networks, Inc., Lumentum Holdings Inc., and ViaSat, Inc., each of which no longer met the selection criteria. The 2024 updates also included adding five new

  24. Designing a Competitive Compensation Package

    | 46 | 2025 PROXY STATEMENT | |

  25. Designing a Competitive Compensation Package

    companies, Arlo Technologies, Inc., Aviat Networks, Inc., Corsair Gaming, Inc., Digi International Inc., and OSI Systems, Inc., each of which met the selection criteria. Accordingly, the Peer Group for 2024 consists of the following 17 U.S. publicly traded companies from the computer peripheral, communications equipment, and consumer electronics industries of relatively similar annual revenue and market capitalization as compared to us:

  26. Designing a Competitive Compensation Package

    | 2024 PEER GROUP | | | ADTRAN, Inc. Arlo Technologies, Inc. Aviat Networks, Inc. Calix, Inc. Corsair Gaming, Inc. Comtech Telecommunications Corp. Digi International Inc. Extreme Networks, Inc. GoPro, Inc. | Harmonic Inc. Infinera Corp. Logitech International S.A. NetScout Systems, Inc. OSI Systems, Inc. Ribbon Communications Inc. Sonos, Inc. Viavi Solutions Inc. |

  27. Designing a Competitive Compensation Package

    At the time of review in April 2024, the Peer Group had a median revenue (trailing four quarters) of approximately $1.01 billion, a median operating income (trailing four quarters) of approximately $24 million, and a median market capitalization of approximately $1.13 billion. Relative to the Peer Group at the time of review, the Company ranked at approximately the 31st percentile by revenue (trailing four quarters), the 16th percentile by operating income (trailing four quarters), and at the 22nd percentile by market capitalization. Each element of compensation as well as total compensation are quantified and reviewed to determine the Company’s competitiveness compared to the Peer Group. Precise comparisons of some forms of compensation are not possible due to lack of data or different valuation approaches for compensation that is contingent, of uncertain duration or not dollar or share-based. Therefore, certain comparisons are based on observations generally rather than comparison survey data. In determining the appropriate individual compensation levels for NEOs, the CTC considers the Peer Group compensation data as well as the individual’s tenure, experience, skills, and individual and Company performance. Compensation levels for all NEOs, except the CEO, are developed by the CTC in consultation with the CEO and our independent third-party compensation consultant. The CTC engages in an active dialogue with the CEO concerning the Company’s strategic objectives and performance targets. The CTC reviews the appropriateness of the financial measures used in the incentive plans and the degree of difficulty in achieving specific performance targets. The CTC also reviews with the CEO the individual responsibilities, abilities, and objectives achieved in the prior year for each of the NEOs. In the case of the CEO, the CTC develops its own recommendation with the assistance of its independent compensation consultant in executive session without the CEO, or any other member of management, present. The CTC also consults with the other independent members of the Board of Directors regarding CEO compensation, without the CEO or other management present. The CTC then independently reviews and approves the compensation for NEOs and other executive officers.

  28. Designing a Competitive Compensation Package

    | | 2025 PROXY STATEMENT | 47 |

  29. Base Salary

    Base Salary We generally target base salaries for NEOs at or near the median of the Peer Group to facilitate a competitive recruitment and retention strategy, with individual variations based on job scope, tenure, retention risk and other factors relevant to the CTC. Our CTC uses its judgment and experience to set individual target compensation higher or lower than the Peer Group median based on performance, scope/strategic impact of role, retention and internal equity. Increases in base salary reflect assessed performance, providing a performance link to this fixed compensation element. Base salaries are generally reviewed and approved by the CTC each year. In July 2024, the CTC approved the base salaries set forth in the table below for Messrs. Murray, Falcon, Henry, and Werdann after completing its annual review of market data and individual performance. Messrs. Prober and Badjate’s base salaries as set forth in the table below were determined at the time they joined the Company in January 2024 and July 2024, respectively, after the CTC considered the input of its independent compensation consultant and ultimately concluded that such level of compensation was necessary to recruit each NEO to join the Company.

  30. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation 2024 Overview. Our annual incentive programs provide our executive officers with the opportunity to earn annual cash compensation based on the achievement of designated corporate performance goals. In 2024, each of Messrs. Murray, Falcon, and Henry were eligible to participate in our 2024 executive bonus plan, and Mr. Werdann was eligible to participate in our 2024 sales commission plan. Messrs. Prober and Badjate, who joined us in January 2024 and July 2024, respectively, were also each eligible to participate in our 2024 executive bonus plan, but pursuant to their respective employment agreements, and as a material inducement to joining the Company, they were each eligible to receive a 2024 bonus payout equal to no less than their pro-rated target cash bonus for 2024. Due to his retirement in January 2024, Mr. Lo was not eligible to receive a bonus for 2024. The following sections describe the design and payouts under our annual incentive programs for 2024. 2024 Executive Bonus Plan. We have historically paid annual cash bonuses under our executive bonus plan based on the Company’s achievement of pre-established goals as measured over the entire fiscal year. The CTC generally sets the performance metrics, performance goals, and target awards for our executive officers at the beginning of the fiscal year, and it determines the resulting payouts following completion of the fiscal year. At the beginning of 2024, the CTC deferred setting the performance metrics and goals for our 2024 executive bonus plan due to the timing of our CEO transition occurring in January, the start of the performance year. We wanted to give our new CEO, Mr. Prober, time to assess our business and to work with the Board of Directors to develop and finalize a revised operating plan for 2024 that the CTC could then leverage to establish rigorous and meaningful performance metrics and goals for our 2024 executive bonus plan that would directly support our transformation efforts. To enhance its ability to establish its goals, the CTC decided to split our 2024 executive bonus plan into two half-year performance periods, with each performance period accounting for 50% of the overall bonus. The table below shows the resulting 2024 target bonus opportunities for our NEOs for each performance period in 2024, both as a percentage of base salary and as a corresponding cash amount. The total 2024 target bonus opportunities (expressed as a percentage of base salary) for Messrs. Murray, Falcon, and Henry remained unchanged from 2023. Consistent with prior years, the maximum bonus amount was equal to 150% of an individual’s target bonus opportunity.

  31. Annual Cash Incentive Compensation

    | | 1H 2024 Target Bonus Opportunity | | 2H 2024 Target Bonus Opportunity | | Total 2024 Target Bonus Opportunity | | | NEO | % of 1H Salary | Cash Amount(1) | % of 2H Salary | Cash Amount(1) | % of Salary | Cash Amount | | Charles (CJ) Prober(2) | 120% | $373,771 | 120% | $452,459 | 120% | $826,230 | | Bryan D. Murray | 75% | $192,010 | 75% | $203,607 | 75% | $395,617 | | Pramod Badjate(2) | | | | | 75% | $175,359 | | Michael F. Falcon | 60% | $153,665 | 60% | $155,353 | 60% | $309,018 | | David J. Henry | 75% | $200,624 | 75% | $207,377 | 75% | $408,001 |

  32. Annual Cash Incentive Compensation

    (1) The reported cash amounts in this column represent, with respect to the applicable performance period, the target bonus amount based on the NEO's then-current base salary and the number of days in the performance period. The reported cash amounts in this table for each of Messrs. Prober and Badjate represent pro-rated amounts based on the number of days each individual was employed with the Company during 2024. Pursuant to their respective employment agreements, and as a material inducement to joining the Company, Messrs. Prober and Badjate were each eligible to receive a 2024 bonus payout equal to no less than their pro-rated 2024 target cash bonus amounts of $826,230 and $175,359, respectively, subject to their continued employment through and until the date that bonus payments were made to our executive officers under the 2024 executive bonus plan.

  33. Annual Cash Incentive Compensation

    | | 2025 PROXY STATEMENT | 49 |

  34. Annual Cash Incentive Compensation

    Driven by the uncertainty at the onset of the fiscal year, the CTC decided not to establish an executive bonus plan for the first half of 2024. Consequently, apart from Messrs. Prober and Badjate, our NEOs’ 2024 incentive bonus opportunities were based exclusively on the second half of 2024, or the 2H 2024 executive bonus plan. Further, Mr. Prober’s 2024 bonus became subject exclusively to the terms of his employment agreement, pursuant to which he was eligible to receive a 2024 bonus payout equal to no less than their pro-rated target cash bonus for 2024. Mr. Badjate, who joined the Company in July 2024, was also eligible to receive a 2024 bonus payout equal to no less than his pro-rated target cash bonus for 2024, pursuant to the terms of his employment agreement. In approving the new hire compensation packages for Messrs. Prober and Badjate as provided for in their respective employment agreements, the CTC determined that this 2024 bonus arrangement was necessary to secure each individual in the midst of a highly competitive market and to support the transformational change of our business. In July 2024, after our revised 2024 operating plan was approved by the Board of Directors, the CTC approved the performance metrics and corresponding performance goals set forth in the table below for the 2H 2024 executive bonus plan. At the time the performance goals were set, the CTC believed these goals were challenging but achievable, consistent with the rigor of performance goals under our executive bonus plans in prior years. If the level of achievement for a performance metric was between any of the performance goals, the payout percentage for that performance metric would be determined based on straight-line interpolation between the corresponding payout percentages indicated below; provided, however, that for an NEO to receive a bonus payout greater than 50% of the NEO’s 2H 2024 target bonus opportunity, achievement of the target performance goal for each applicable performance metric was required. No bonus amount was payable for a performance metric if the minimum threshold performance goal was not achieved, and the maximum payout under the 2024 2H executive bonus plan was capped at 100% of an NEO's 2H 2024 target bonus opportunity.

  35. Annual Cash Incentive Compensation

    | NEO(s) | Performance Metric | Weighting | Threshold Performance Goal(1) (30% Payout of 2H 2024 Target Bonus) | Target Performance Goal(1) (50% Payout of 2H 2024 Target Bonus) | Stretch Performance Goal(1) (75% Payout of 2H 2024 Target Bonus) | Maximum Performance Goal(1) (100% Payout of 2H 2024 Target Bonus) | | Bryan D. Murray | Company Net Revenue(2) | 50% | $333,047 | $370,053 | $388,555 | $407,058 | | Michael F. Falcon | Company Non-GAAP Operating Income(3) | 50% | $(24,386) | $(19,509) | $(14,631) | $(9,754) | | David J. Henry | Company Net Revenue(2) | 25% | $333,047 | $370,053 | $388,555 | $407,058 | | | Company Non-GAAP Operating Income(3) | 25% | $(24,386) | $(19,509) | $(14,631) | $(9,754) | | | Connected Home Net Revenue(2) | 25% | $188,904 | $209,893 | $220,388 | $230,883 | | | Connected Home Contribution Income(4) | 25% | $(5,544) | $(3,642) | $(1,167) | $1,128 |

  36. Annual Cash Incentive Compensation

    (1) The performance goals are presented in thousands. (2) Net revenue is determined in accordance with GAAP and reflected in the Company’s financial statements. (3) Non-GAAP operating income is equal to our GAAP operating income after excluding bonus expense, stock-based compensation expense, restructuring and other charges, and litigation reserves, net, as presented in the Company’s press release reporting the financial results for fiscal 2024. (4) Contribution income is presented in our quarterly and annual financial statements and includes all product line segment revenues less the related cost of sales, research and development and sales and marketing costs. Certain operating expenses are not allocated to these segments because they are separately managed at the corporate level. These unallocated indirect costs include corporate costs, such as corporate research and development, corporate marketing expense and general and administrative costs, stock-based compensation expense, restructuring and other charges, and litigation reserves, net. The achievement of each performance metric under the 2H 2024 executive bonus plan was as follows: (1) the Company achieved 2H net revenue of $365.3 million, representing 99% of the target performance goal and resulting in a payout of 95% of target for this component, (2) the Company achieved 2H non-GAAP operating loss of $2.5 million, exceeding the target performance by approximately $17 million and resulting in a payout of 100% of target for this component, (3) our Connected Home segment achieved 2H net revenue of $206.0 million, representing 98% of the target performance goal and resulting in a payout of 93% of target for this component, and (4) our Connected Home segment achieved 2H contribution loss of $6.1 million, representing performance below the threshold achievement level and thus resulting in no payout for this component. The level of achievement for each performance metric was thus above the applicable threshold performance goal, except for the Connected Home contribution income performance metric. As a result, Messrs. Murray and

  37. Annual Cash Incentive Compensation

    | 50 | 2025 PROXY STATEMENT | |

  38. Annual Cash Incentive Compensation

    Falcon each earned a bonus payout equal to 49% of his 2H 2024 target bonus opportunity, and Mr. Henry earned a bonus payout equal to 36% of his 2H 2024 target bonus opportunity. The 2024 bonus payouts awarded to our NEOs participating in our 2024 executive bonus plan thus were as follows:

  39. Annual Cash Incentive Compensation

    | NEO | Target 2024 Bonus Opportunity(1) | Total 2024 Bonus Payout | | Charles (CJ) Prober | $826,230 | $826,230 | | Bryan D. Murray | $395,617 | $99,156 | | Pramod Badjate | $175,359 | $175,359 | | Michael F. Falcon | $309,018 | $75,657 | | David J. Henry | $408,001 | $74,448 |

  40. Annual Cash Incentive Compensation

    (1) For each of Messrs. Prober and Badjate, the amount reported in this column represents the NEO’s pro-rated 2024 target bonus amount as provided for in their respective employment agreements. 2024 Retention Bonuses. In April 2024, our CTC awarded a retention bonus to each of Messrs. Murray, Falcon, and Henry in the amount of $100,000, $65,000, and $100,000, respectively, to drive retention, engagement, and consistency of our management team during a period of leadership transition, uncertainty, and tremendous effort in preparing for the execution of our transformation efforts, all of which impacted our ability to establish meaningful goals under our 1H 2024 executive bonus plan. The payment of the retention bonuses awarded to Messrs. Murray and Henry were each contingent upon the individual remaining an employee of the Company until March 31, 2025, and the payment of the retention bonus awarded to Mr. Falcon was contingent upon him remaining an employee of the Company until January 3, 2025. Upon Mr. Henry’s departure from the Company on December 31, 2024, he was no longer entitled to receive his retention bonus. As discussed in greater detail under the “Agreements with our Named Executive Officers” section below, pursuant to the advisory agreement we entered into with Mr. Falcon in connection with his resignation from employment with the Company on December 31, 2024, Mr. Falcon received his retention bonus. 2024 Sales Commission Plan for Mr. Werdann. As our Chief Revenue Officer, Mr. Werdann received payments under our 2024 sales commission plan until his departure from the Company on September 27, 2024. Mr. Werdann’s overall cash compensation package was structured to provide him with a targeted 60%/40% split between base salary and sales commissions. As a result, Mr. Werdann’s annual aggregate sales commissions were targeted as an amount equal to approximately 67% of his fiscal year base salary. Payments made under the 2024 sales commission plan to Mr. Werdann were based upon the Company’s achievement of a non-GAAP modified measure of net revenue and profit contribution, measured on a quarterly basis, with target objectives derived from our annual operating plan. Non-GAAP net revenue was typically measured with reference to point of sale as reported by NETGEAR’s channel partners, less returns and related marketing spending. Profit contribution was calculated for the worldwide business under Mr. Werdann’s sales leadership and was comprised of non-GAAP net revenue less associated product costs and direct selling costs. The 2024 sales commission plan also provided for the ability of Mr. Werdann to earn additional commissions for overachieving above the target measures, calculated as up to three times the percentage by which actual achievement exceeds the target, calculated on a semi-annual basis. There also was a cap on the dollar amount of commissions that could be earned under the 2024 sales commission plan, set at 200% of total target earnings (salary and commissions). The amount of the earned commission was paid on a monthly basis, based on achievement to-date of quarterly targets. The table below shows the performance targets for each performance metric under the 2024 sales commission plan, the relative weightings and actual performance achieved with respect to each performance metric, and the resulting payout amounts to Mr. Werdann.

  41. Annual Cash Incentive Compensation

    | | | | 1Q 2024 | 2Q 2024 | 3Q 2024 | | Performance Metric | Non-GAAP Net Revenue (70%) | Performance Target | $172,838,577 | $177,956,272 | $199,819,956 | | | | Actual Performance | $179,555,812 | $171,078,918 | $179,152,894 | | | | Achievement % | 103.9% | 96.1% | 89.7% | | | Profit Contribution (30%) | Performance Target | $57,540,458 | $67,070,645 | $77,686,406 | | | | Actual Performance | $58,446,048 | $62,258,996 | $66,237,080 | | | | Achievement % | 101.6% | 92.8% | 85.3% | | Weighted Achievements and Payouts | | Weighted Achievement % | 103.2% | 95.1% | 88.3% | | | | Mr. Werdann Commission Payments | $97,681 | $90,060 | $83,620 |

  42. Annual Cash Incentive Compensation

    | | 2025 PROXY STATEMENT | 51 |

  43. Long-Term Incentive Compensation

    Long-Term Incentive Compensation 2024 Overview. We have historically provided long-term equity incentives to our executive officers to align executive compensation and performance, promote the creation of long-term stockholder value, and reward, incentivize, and retain our executive officers. Consistent with this approach, a significant portion of our NEOs’ total annual compensation is in the form of long-term equity awards. In 2024, the CTC granted to each of our NEOs (other than Mr. Lo, who retired in January 2024) a mix of time-vesting and performance-vesting equity awards in the form of RSUs and PSUs, respectively, consistent with the equity grant mix awarded to our executive officers in prior years. The following sections describe the annual equity grants that were made to Messrs. Murray, Falcon, Henry, and Werdann in 2024, as well as the equity grants made to Messrs. Prober and Badjate upon their commencement of employment with the Company in January 2024 and July 2024, respectively. 2024 Annual Equity Grants. We generally make annual equity grants to our NEOs, and in April 2024, we made annual equity grants to each of Messrs. Murray, Falcon, Henry, and Werdann in the form of 75% RSUs and 25% PSUs, as outlined in the table below. In determining the size of annual equity grants, the CTC relies primarily on market data provided by its independent compensation consultant and input from our CEO, though it also considers other relevant factors, including the NEO’s position, the NEO’s individual performance, and the NEO’s existing equity award holdings (including the unvested portion of such awards). In 2024, to enhance the competitiveness of our executive compensation program for purposes of retention and attraction of top executive talent, the CTC determined to increase the aggregate grant value of our executive team’s annual equity grants up to the 25th percentile of the market data for our Peer Group. Consequently, the aggregate grant value of Messrs. Murray, Falcon, Henry, and Werdann’s 2024 annual equity grants increased, on average, by approximately 78% year-over-year.

  44. Long-Term Incentive Compensation

    | | 2024 RSUs | | 2024 PSUs | | | NEO | Shares (#) | Grant Date Fair Value ($) | Shares (#) | Grant Date Fair Value ($) | | Bryan D. Murray | 63,750 | $946,688 | 21,250 | $411,400 | | Michael F. Falcon | 30,000 | $445,500 | 10,000 | $193,600 | | David J. Henry | 37,500 | $556,875 | 12,500 | $242,000 | | Michael A. Werdann | 37,500 | $556,875 | 12,500 | $242,000 |

  45. Long-Term Incentive Compensation

    The 2024 RSUs vest over three years, with one-third of the RSUs vesting in April of the year following the grant date, and the remaining RSUs vesting in equal quarterly installments over the next two years, subject to the NEO’s continued service with the Company through such vesting dates. The CTC decided to update the vesting period for our annual RSUs in 2024 from four years to three years to align with market practice and to increase the competitiveness of new awards. The 2024 PSUs will vest based on the percentile rank of our TSR relative to that of the companies in the Nasdaq Telecommunications Index (our "Relative TSR Rank") over the multi-year performance period ending on December 31, 2026. The CTC selected relative TSR as the performance metric for the 2024 PSUs to further strengthen the alignment of actual pay delivery to NEOs with our relative stock performance. Following the completion of the performance period, the CTC will calculate the percentage of the target PSUs, if any, that will vest ("Earned PSUs") based on the level of achievement of our Relative TSR Rank, as follows:

  46. Long-Term Incentive Compensation

    | Performance Level | Relative TSR Rank | Number of Earned PSUs(1) | | Maximum | 75th percentile or above | 150% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% |

  47. Long-Term Incentive Compensation

    (1) For achievement between the threshold and maximum levels, the number of Earned PSUs will be determined through straight-line interpolation. Our TSR for the performance period, as well as the TSR of the companies in the Nasdaq Telecommunications Index, will be calculated based on the average closing price of each company’s stock over the last 20 trading days of the performance period compared to the average closing price over the first 20 trading days of the performance period. 2024 New Hire Equity Grants. We generally make equity grants to executive officers upon their commencement of employment with the Company, and in 2024, we made such equity grants to Messrs. Prober and Badjate upon their commencement of employment with the Company in January 2024 and July 2024, respectively, as outlined in the table below. The CTC determined that Mr. Prober’s equity grants

  48. Long-Term Incentive Compensation

    | 52 | 2025 PROXY STATEMENT | |

  49. Long-Term Incentive Compensation

    would be in the form of 50% RSUs and 50% PSUs, reflecting the CTC’s belief that our CEO’s compensation should have a greater emphasis on performance-based incentives, and that Mr. Badjate’s equity grants would be in the form of 75% RSUs and 25% PSUs. The CTC determined the size of each of Messrs. Prober and Badjate’s equity grants after considering the market data provided by its independent compensation consultant, and it ultimately deemed such grants to be necessary to recruit each NEO to join the Company at a critical time of our transformation.

  50. Long-Term Incentive Compensation

    | | RSUs | | PSUs | | | NEO | Shares (#) | Grant Date Fair Value ($)(2) | Shares (#) | Grant Date Fair Value ($)(2) | | Charles (CJ) Prober | 455,820(1) | $6,791,718 | 455,820(1) | $9,440,032 | | Pramod Badjate | 165,000 | $3,478,200 | 55,000 | $1,586,750 |

  51. Long-Term Incentive Compensation

    (1) This amount represents the aggregate number of shares underlying the following RSU awards granted to Mr. Prober upon his commencement of employment with the Company in January 2024: (1) an annual RSU award with an initial value of $4 million; and (2) a sign-on RSU award with an initial value of $2.5 million. The number of shares underlying each of these RSU awards was determined using the trailing 20 trading-day average closing price as of January 30, 2024. (2) The amounts reported in this column represent the aggregate value of the stock awards granted to the NEOs based upon their grant date fair value, as determined in accordance with the share-based payment accounting guidance under ASC 718. For a discussion of fair value for stock awards, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Please see the “Grants of Plan-Based Awards” table below for more information regarding the awards we granted in 2024. Mr. Prober’s RSUs vest over four years in equal annual installments, subject to his continued service with the Company through such vesting dates. Mr. Prober’s sign-on PSU award is divided into three equal tranches that each vest based on our Relative TSR Rank compared to companies in the Nasdaq Telecommunications Index during a period of approximately one year, as follows: (1) the first tranche was eligible to vest based on our performance from Mr. Prober’s start date through December 31, 2024, (2) the second tranche will be eligible to vest based on our performance during calendar year 2025, and (3) the third tranche will be eligible to vest based on our performance during calendar year 2026. The total number of earned PSUs will be subject to a “true-up” if the cumulative 3-year Relative TSR Rank of the Company from Mr. Prober’s start date through December 31, 2026 is higher than the Relative TSR Rank as of the end of either of the first two performance periods. Following the completion of each performance period, the CTC will calculate the percentage of the target PSUs, if any, that will vest ("Earned PSUs") based on the level of achievement of our Relative TSR Rank for such performance period, as set forth in the table below. The CTC determined to use three annual performance periods for Mr. Prober’s sign-on PSU award to motivate incremental progress throughout our transformation. Moving forward, the CTC intends to use three-year performance periods for Relative TSR PSUs, as was the case for subsequent PSU awards granted during 2024, as described above (for Messrs. Murray, Falcon, Henry, and Werdann) and below (for Mr. Badjate). In January 2025, the CTC approved a payout equal to 150% of the target PSUs underlying the first tranche of Mr. Prober’s sign-on PSU award after certifying that our Relative TSR Rank for the first performance period was at the 87th percentile.

  52. Long-Term Incentive Compensation

    | Performance Level | Relative TSR Rank | Number of Earned PSUs(1) | | Maximum | 75th percentile or above | 150% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% |

  53. Long-Term Incentive Compensation

    (1) For achievement between the threshold and maximum levels, the number of Earned PSUs will be determined through straight-line interpolation. Mr. Badjate’s RSUs vest over three years, with one-third of the RSUs vesting in July of the year following the grant date, and the remaining RSUs vesting in equal quarterly installments over the next two years, subject to his continued service with the Company through such vesting dates. Mr. Badjate’s PSUs are subject to the same vesting terms as the 2024 PSUs granted to Messrs. Murray, Falcon, Henry, and Werdann, as described above. Payout of 2022 PSUs. In April 2022, the CTC granted PSUs (the "2022 PSUs") to our executive officers, including each of Messrs. Lo, Murray, Falcon, and Henry. Vesting of the 2022 PSUs was based on the Company attaining a certain number of paid subscriptions by the end of 2024. The table below reflects the actual achievement against the performance targets for the 2022 PSUs. In January 2025, the CTC

  54. Long-Term Incentive Compensation

    | | 2025 PROXY STATEMENT | 53 |

  55. Long-Term Incentive Compensation

    approved a payout equal to 59% of the target 2022 PSUs granted to the NEOs (other than Mr. Lo, who forfeited his 2022 PSUs upon his retirement in January 2024).

  56. Long-Term Incentive Compensation

    | Performance Level | Paid Subscriptions | Number of Earned PSUs | | Maximum | 1,500,000 | 150% | | Target | 1,200,000 | 100% | | Threshold | 900,000 | 50% | | Actual | 955,836 | 59% |

  57. Severance

    Severance We provide severance to our NEOs in certain circumstances. Our severance agreements are reasonable, responsible in value, tailored to the circumstances of the termination of employment and in line with market practice. We do not gross-up for excise taxes that may be imposed as a result of severance payments and, for payments payable upon or following a change of control, we require a qualifying termination of employment in addition to the change of control. Please see the “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” section below for additional information.

  58. Clawback Policy

    Clawback Policy In order to minimize the risk of undue overpayment of cash bonus amounts and granting excessive equity awards, the CTC and the Board of Directors in 2010 approved the addition of a clawback provision to the executive bonus plan and to award agreements which apply to the NEOs. Subject to the discretion of the CTC and/or the independent members of the Board of Directors, the clawback provision provides for a forfeiture of previously paid cash bonus amounts or previously awarded equity awards in the event that the financial statements of the Company are subsequently restated and if such restated statements would have resulted in less of an actual cash bonus award being paid to an NEO or less of an actual equity award being awarded to an NEO, if such information had been known at the time the actual award had originally been calculated or determined. The applicable NEO would be required to forfeit and/or repay to the Company the amount by which an actual bonus award previously paid exceeds the lesser pro forma bonus award and the amount by which an actual award previously awarded exceeds the lesser pro forma equity award, as the case may be. The policy is to put the Company in no worse position had the CTC known of the restatement of financial statements at the time of the awards. We believe this is a fair and equitable way to address any potential windfall that may benefit an NEO in the event that our financial statements are materially inaccurate. In October 2023, we adopted a clawback policy in accordance with the SEC and Nasdaq requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. This policy provides for the non-discretionary recovery of excess incentive-based compensation from current and former executive officers in the event of an accounting restatement, whether or not the executive officer was at fault for the restatement, in accordance with the SEC and Nasdaq requirements.

  59. Impact of Accounting and Tax Requirements on Compensation

    Impact of Accounting and Tax Requirements on Compensation Deductibility of Executive Compensation. Generally, Section 162(m) of the Code, disallows a tax deduction to any publicly-held corporation for any remuneration in excess of $1 million paid in any taxable year to covered employees for that taxable year, which includes the corporation’s chief executive officer, chief financial officer, and certain other highly compensated officers, and any individuals who were covered employees for any preceding taxable year beginning after December 31, 2016. We have not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation for our NEOs and do not currently have any immediate plans to do so. The CTC may, in its judgment, authorize compensation payments that are not fully tax deductible when it believes that such payments are appropriate to attract and retain executive talent or meet other business objectives. The CTC intends to continue to compensate our NEOs in a manner consistent with the best interests of NETGEAR and our stockholders. Taxation of “Parachute” Payments and Deferred Compensation. We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999 or 409A of the Code. Sections 280G and 4999 of the Code provide that certain officers, highly-compensated service providers, and service providers who hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A also imposes additional significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code. Accounting for Stock-Based Compensation. We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), the standard which governs the accounting treatment of stock-based compensation awards. ASC 718 requires us to measure the compensation expense for all share-based payment awards made to the members of our executive team, other employees and members of our Board of Directors, including RSUs and PSUs, based on the grant date “fair value” of these awards. Estimated compensation cost relating to RSUs and PSUs with a performance condition is based on the closing fair market value of the Company’s common stock on the date of grant. The grant date fair value for PSUs with a market condition is determined using the Monte Carlo valuation method. The application of ASC 718 involves significant judgment and assumptions in the determination of inputs into the Monte Carlo valuation model that we use to determine the fair value of any PSUs with a market condition. As required by the generally accepted accounting principles in the United States, we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value PSUs with a market condition granted in future periods may vary from the valuation assumptions we have used previously. ASC 718 also requires us to recognize the compensation cost of these share-based payment awards in our statements of operations over the period that an executive officer, employee or member of our Board of Directors is required to render service in exchange for the option or other award (which, generally, will correspond to the award’s vesting schedule). This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers, employees or members of our Board of Directors may never realize any value from their stock options or other share-based payment awards.

  60. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth certain information regarding the compensation of our 2024 NEOs, for services rendered in all capacities for the years indicated.

  61. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(2)(4) | Stock Awards(1)(2) | Non-Equity Incentive Plan Compensation(2)(3) | All Other Compensation(5) | Total | | Charles (CJ) Prober, | 2024 | $692,308 | $826,230 | $16,231,750 | $— | $3,000 | $17,753,288 | | Chairman and Chief Executive | | | | | | | | | Executive Officer(11) | | | | | | | | | Patrick C.S. Lo, | 2024 | $84,038 | $— | $960,123 | $— | $1,420,022 | $2,464,183 | | Former Chairman and Chief | 2023 | $310,415 | $— | $1,600,200 | $— | $3,000 | $1,913,615 | | Executive Officer(7) | 2022 | $949,505 | $— | $2,348,850 | $— | $3,000 | $3,301,355 | | Bryan D. Murray, | 2024 | $531,574 | $— | $1,358,088 | $99,156 | $3,000 | $1,991,818 | | Chief Financial Officer | 2023 | $514,840 | $— | $757,800 | $— | $3,000 | $1,275,640 | | | 2022 | $507,404 | $— | $1,006,650 | $— | $49,469 | $1,563,523 | | Pramod Badjate | 2024 | $236,250 | $175,359 | $5,064,950 | $— | $3,000 | $5,479,559 | | President and General Manager, | | | | | | | | | NETGEAR for Business(12) | | | | | | | | | Michael F. Falcon, | 2024 | $518,992 | $65,000 | $639,100 | $75,657 | $3,000 | $1,301,749 | | Former Chief Operations Officer(8) | 2023 | $515,030 | $— | $421,000 | $— | $3,000 | $939,030 | | | 2022 | $507,591 | $— | $559,250 | $— | $25,374 | $1,092,216 | | David J. Henry, | 2024 | $548,199 | $— | $798,875 | $74,448 | $580,867 | $2,002,389 | | Former President and General Manager, | 2023 | $537,936 | $— | $421,000 | $63,731 | $3,000 | $1,025,667 | | Connected Home(9) | 2022 | $530,166 | $— | $559,250 | $— | $3,000 | $1,092,416 | | Michael A. Werdann, | 2024 | $425,964 | $— | $798,875 | $271,361(6) | $567,952 | $2,064,152 | | Former Chief Revenue Officer(10) | 2023 | $567,952 | $— | $421,000 | $299,575 | $3,000 | $1,291,527 | | | 2022 | $559,749 | $— | $559,250 | $315,037 | $3,000 | $1,437,036 |

  62. Summary Compensation Table

    (1) The amounts reported in this column represent the aggregate value of the stock awards granted to the Named Executive Officers, based upon their grant date fair value, as determined in accordance with the share-based payment accounting guidance under ASC 718. For a discussion of fair value for stock awards, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Please see the “Grants of Plan-Based Awards” table below for more information regarding the awards we granted in 2024. For fiscal years 2024, 2023 and 2022, the amounts shown include grant date fair values of the PSUs granted in fiscal years 2024, 2023 and 2022 at target achievement, respectively. Assuming the highest levels of performance are achieved, the values of these PSUs, based on the grant date fair value of the PSUs in 2024, 2023 and 2022, respectively, were as follows: Mr. Lo, $0, $1,705,725 and $2,642,456; Mr. Murray, $617,100, $243,675 and $377,494; Mr. Falcon, $290,400, $135,375 and $209,719; Mr. Henry, $363,000, $135,375 and $209,719; and Mr. Werdann, $363,000, $135,375 and $209,719. The values of these PSUs in 2024 were $14,160,048 for Mr. Prober and $2,380,125 for Mr. Badjate. (2) The amounts set forth in these columns are subject to clawback provisions. Please see “Compensation Discussion and Analysis—Other Compensation Policies and Information—Clawback Policy” above. (3) Except as otherwise noted, Non-Equity Incentive Plan Compensation consists of cash paid pursuant to the overall terms of the Company’s Executive Bonus Plan and the annual terms and conditions established thereunder. (4) The amounts reported in this column represent: (i) for each of Messrs. Prober and Badjate, a cash bonus awarded pursuant to the terms of their respective employment agreements; and (ii) for Mr. Falcon, a cash retention bonus. Please see “Compensation Discussion and Analysis—Annual Cash Incentive Compensation” above for more information regarding these bonuses. (5) The amounts reported in this column for fiscal year 2024 represent: (i) for each of Messrs. Prober, Murray, Falcon, and Badjate, matching contributions of $3,000 under our 401(k) plan, earned in 2024 and paid in February 2025; (ii) for Mr. Lo, a cash bonus of $800,000 and $617,500 in consulting fees, in each case paid to Mr. Lo pursuant to the terms of his executive succession and advisory services agreement, and a matching contribution of $2,522 under our 401(k) plan; (iii) for each of Messrs. Henry and Werdann, severance payments of $550,000 and $567,592, respectively; and (iv) for Mr. Henry, a non-cash 20-year work anniversary gift valued at $29,738, and a payment to cover the taxes on such gift in the amount of $1,129. The amount represents commissions earned under Mr. Werdann’s annual sales commission plan.

  63. Summary Compensation Table

    | 58 | 2025 PROXY STATEMENT | |

  64. Summary Compensation Table

    Mr. Lo retired as our CEO in January 2024, and he continued to perform advisory services until July 2024. As disclosed in the section titled “Potential Payments upon Termination or Change in Control” below, Mr. Lo entered into an executive succession and advisory services agreement (the "Lo Succession Agreement"), pursuant to which his unvested time-based RSUs were accelerated and became fully vested on his last day of service as CEO, and the incremental fair value of the modified awards is included in the Stock Awards column. (8) Mr. Falcon left the Company in December 2024. (9) Mr. Henry left the Company in December 2024. (10) Mr. Werdann left the Company in September 2024. (11) Mr. Prober joined the Company in January 2024. Mr. Badjate joined the Company in July 2024.

  65. Summary Compensation Table

    | | 2025 PROXY STATEMENT | 59 |

  66. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table provides certain information relating to incentive compensation and equity awards granted to, and the range of payouts that were achievable for, each of our Named Executive Officers during the fiscal year ended December 31, 2024. Cash awards paid under our annual incentive plan are reflected in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation” for each of our Named Executive Officers. A description of the incentive plans can be found in “Compensation Discussion and Analysis-Incentive Compensation-Annual Incentive Plan.”

  67. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target ($) | Maximum (#) | Stock (#) | Options (#) | ($/Share) | Awards(1) | | Charles (CJ) Prober | —(2) | $— | $826,230 | $1,239,344 | | | | | | | | | | 2/27/2024(3) | | | | | | | 455,820 | — | $— | $6,791,718 | | | 2/27/2024(4) | | | | 227,910 | 455,820 | 683,730 | — | — | $— | $9,440,032 | | Patrick C.S. Lo | (7) | $— | $— | $— | — | — | — | 65,627 | — | $— | $960,123 | | Bryan D. Murray | —(2) | $118,685 | $395,617 | $593,425 | | | | | | | | | | 4/27/2024(6) | | | | | | | 63,750 | — | $— | $946,688 | | | 4/27/2024(9) | | | | 10,625 | 21,250 | 31,875 | — | — | $— | $411,400 | | Pramod Badjate | —(2) | $— | $175,359 | $263,038 | | | | | | | | | | 10/15/2024(10) | | | | | | | 165,000 | — | $— | $3,478,200 | | | 10/15/2024(8) | | | | 27,500 | 55,000 | 82,500 | — | — | $— | $1,586,750 | | Michael F. Falcon | —(2) | $92,705 | $309,018 | $463,527 | | | | | | | | | | 4/27/2024(6) | | | | | | | 30,000 | — | $— | $445,500 | | | 4/27/2024(9) | | | | 5,000 | 10,000 | 15,000 | — | — | $— | $193,600 | | David J. Henry | —(2) | $122,400 | $408,001 | $612,001 | | | | | | | | | | 4/27/2024(6) | | | | | | | 37,500 | — | $— | $556,875 | | | 4/27/2024(9) | | | | 6,250 | 12,500 | 18,750 | — | — | $— | $242,000 | | Michael A. Werdann | —(5) | $— | $378,635 | $1,893,174 | | | | | | | | | | 4/27/2024(6) | | | | | | | 37,500 | — | $— | $556,875 | | | 4/27/2024(9) | | | | 6,250 | 12,500 | 18,750 | — | — | $— | $242,000 |

  68. Grants of Plan-Based Awards in Fiscal Year 2024

    (1) These amounts represent reported in this column represent the aggregate value of the stock awards granted to the Named Executive Officers, based upon their grant date fair value, without regard to vesting, as determined in accordance with the share-based payment accounting guidance under ASC 718. For a discussion of fair value for stock awards, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (2) These potential payouts for the fiscal 2024 were pursuant to the overall terms of the Company’s Executive Bonus Plan and the annual terms and conditions established thereunder. The actual payout that could have been earned by the Named Executive Officer was dependent upon the level of achievement of the performance metrics that applied to the Named Executive Officer, as described further in “Compensation Discussion and Analysis-Incentive Compensation-Annual Incentive Plan” above. For each component, a bonus is paid under the terms of the Executive Bonus Plan only if the Company achieves a certain threshold level of performance for the applicable performance metric. The potential threshold, target, and maximum payouts reported for the Named Executive Officer represents the total payout that the Named Executive Officer would have received if the level of achievement for each of the applicable performance metrics were at the threshold, target, and maximum levels of performance, respectively. Pursuant to their respective employment agreements, Messrs. Prober and Badjate were each eligible to receive a 2024 bonus payout equal to no less than their pro-rated target cash bonus for 2024; consequently, no threshold amounts are listed for Messrs. Prober and Badjate. (3) These RSU awards will vest in four equal annual installments on the four anniversaries of January 31, 2024, subject to the recipient continuing to be a service provider through such dates. (4) These PSU awards are divided to three equal tranches and will vest on the three anniversaries of January 31, 2024 if performance conditions are met. The number of PSUs that vest could range from 0% to 150% of the target number of PSUs. (5) Represents the targeted and maximum potential commissions earnings for Mr. Werdann under his 2024 annual sales commission plan. These RSU awards will vest in three years with one-third (1/3) to vest on the one-year anniversary of the last day of the grant month, and the remaining to vest in equal quarterly installments over the next two years, subject to the individual continuing to be a service provider through such dates.

  69. Grants of Plan-Based Awards in Fiscal Year 2024

    | 60 | 2025 PROXY STATEMENT | |

  70. Grants of Plan-Based Awards in Fiscal Year 2024

    Mr. Lo retired as our CEO in January 2024 and did not receive any equity awards in 2024. However, pursuant to the Lo Succession Agreement, Mr. Lo's unvested time-based RSUs were accelerated and became fully vested as of his last day of service as CEO. The incremental fair value resulting from this acceleration is disclosed in the Grant Date Fair Value of Stock and Option Awards column. (8) These PSU awards will vest on July 31, 2027 if performance conditions are met. The number of PSUs that vest could range from 0% to 150% of the target number of PSUs. (9) These PSU awards will vest on April 27, 2027 if performance conditions are met. The number of PSUs that vest could range from 0% to 150% of the target number of PSUs. These RSU awards will vest in three years with one-third (1/3) to vest on the one-year anniversary of July 31,2024, and the remaining to vest in equal quarterly installments over the next two years, subject to the individual continuing to be a service provider through such dates.

  71. Grants of Plan-Based Awards in Fiscal Year 2024

    | | 2025 PROXY STATEMENT | 61 |

  72. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides certain information relating to equity awards held by our Named Executive Officers.

  73. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Security(1) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Charles (CJ) Prober | NTGR | 2/27/2024 | — | — | $— | — | 455,820 | $12,703,703 | 683,730 | $19,055,555 | | Patrick C.S. Lo | NTGR | 1/25/2018 | 114,232 | — | $41.67 | 1/25/2028 | — | $— | — | $— | | | ARLO | 1/25/2018 | 229,961 | — | $14.39 | 1/25/2028 | — | $— | — | $— | | | NTGR | 7/19/2019 | 172,500 | — | $26.61 | 7/19/2029 | — | $— | — | $— | | Bryan D. Murray | NTGR | 8/2/2018 | 24,799 | — | $38.32 | 8/2/2028 | — | $— | — | $— | | | ARLO | 8/2/2018 | 59,989 | — | $13.23 | 8/2/2028 | — | $— | — | $— | | | NTGR | 7/19/2019 | 30,000 | — | $26.61 | 7/19/2029 | — | $— | — | $— | | | NTGR | 7/16/2021 | — | — | $— | — | 8,438 | $235,167 | — | $— | | | NTGR | 4/19/2022 | — | — | $— | — | 16,876 | $470,334 | 6,638 | $184,987 | | | NTGR | 4/18/2023 | — | — | $— | — | 25,313 | $705,473 | — | $— | | | NTGR | 7/18/2023 | — | — | $— | — | — | $— | 11,250 | $313,538 | | | NTGR | 4/27/2024 | — | — | $— | — | 63,750 | $1,776,713 | 31,875 | $888,356 | | Pramod Badjate | NTGR | 10/15/2024 | — | — | — | — | 165,000 | $4,598,550 | 82,500 | $2,299,275 | | Michael F. Falcon | NTGR | 6/1/2017 | 1,035 | — | $25.37 | 12/31/2025 | — | $— | — | $— | | | NTGR | 1/25/2018 | 6,209 | — | $41.67 | 12/31/2025 | — | $— | — | $— | | | ARLO | 1/25/2018 | 49,991 | — | $14.39 | 1/25/2028 | — | $— | — | $— | | | NTGR | 7/19/2019 | 21,875 | — | $26.61 | 12/31/2025 | — | $— | — | $— | | | NTGR | 7/16/2021 | — | — | $— | — | 4,688 | $130,655 | — | $— | | | NTGR | 4/19/2022 | — | — | $— | — | 9,376 | $261,309 | 3,687 | $102,757 | | | NTGR | 4/18/2023 | — | — | $— | — | 14,063 | $391,936 | — | $— | | | NTGR | 4/27/2024 | — | — | $— | — | 30,000 | $836,100 | — | $— | | David J. Henry | NTGR | 6/1/2017 | 4,139 | — | $25.37 | 6/1/2027 | — | $— | — | $— | | | NTGR | 1/25/2018 | 24,833 | — | $41.67 | 1/25/2028 | — | $— | — | $— | | | ARLO | 1/25/2018 | 49,991 | — | $14.39 | 1/25/2028 | — | $— | — | $— | | | NTGR | 7/19/2019 | 25,782 | — | $27 | 7/19/2029 | — | $— | — | $— | | | NTGR | 7/16/2021 | — | — | $— | — | 4,688 | $130,655 | — | $— | | | NTGR | 4/19/2022 | — | — | $— | — | 9,376 | $261,309 | — | $— | | | NTGR | 4/18/2023 | — | — | $— | — | 14,063 | $391,936 | 3,687 | $102,757 | | | NTGR | 4/27/2024 | — | — | $— | — | 37,500 | $1,045,125 | — | $— |

  74. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Reflects equity awards outstanding as of December 31, 2024 and the issuer of the equity awards. On December 31, 2018, in connection with Arlo’s Spin-Off, per the terms of the employee matters agreement between NETGEAR and Arlo, certain outstanding awards granted to Arlo employees and NETGEAR employees under NETGEAR’s equity incentive plans were adjusted to include Arlo awards under Arlo’s equity incentive plans. The grant dates of all Arlo awards listed above reflect the original grant date of the associated NETGEAR award. Following the Arlo Spin-Off, the NETGEAR and Arlo equity awards are subject to substantially the same terms and vesting conditions that applied to the original NETGEAR equity awards immediately prior to the Arlo Spin-Off. For details of the adjustments, refer to the discussion below titled “Adjustments to NETGEAR Equity Awards due to the Arlo Spin-Off.” These awards are RSUs. For awards granted on 2/27/2024, the RSUs will vest in four equal annual installments with the first installment vesting on 1/31/2024, subject to the individual continuing to be a service provider through such dates. For awards granted on 4/27/2024 and 10/15/2024, one-third (1/3) of the RSUs will vest on the one-year anniversary of the vest start date of 4/30/2024 and 7/31/2024, respectively, and the remaining shares vest in equal quarterly installments over the next two years, subject to the individual continuing to be a service

  75. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 64 | 2025 PROXY STATEMENT | |

  76. Outstanding Equity Awards at 2024 Fiscal Year-End

    provider through such dates. All the other RSUs will vest in four equal annual installments with the first installment vesting on the last day of the grant month, subject to the individual continuing to be a service provider through such dates These amounts were calculated as the product of NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 31, 2024 (the last market trading day in 2024), which was $27.87 and the number of shares covered by the applicable RSU or PSU award. (4) These awards are PSUs that will become eligible to vest based on the Company's TSR percentile rank as of December 31, 2026 for 2024 grants, annualized service revenue as of December 31, 2025 for 2023 grants and the number of paid subscriptions at December 31, 2024 for 2022 grants. Based on the performance at December 31, 2024, the amounts listed represent the maximum level of achievement for 2024 grants, the target level for 2023 grants, and 59% of achievement level for 2022 grants. For details of these PSU awards, refer to “Compensation Discussion and Analysis- Executive Compensation Practices- Setting the Pay Mix -Long-Term Incentive Compensation.”

  77. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table provides certain information relating to option exercises and stock vested by our Named Executive Officers.

  78. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) | | | Name | NTGR | ARLO | NTGR | ARLO | NTGR | ARLO | NTGR | ARLO | | Charles (CJ) Prober | — | — | $— | $— | — | — | $— | $— | | Patrick C.S. Lo | 149,824 | 100,000 | $415,810 | $194,000 | 65,627 | — | $931,903 | $— | | Bryan D. Murray | — | — | $— | $— | 31,406 | — | $473,462 | $— | | Pramod Badjate | — | — | $— | $— | — | — | $— | $— | | Michael F. Falcon | — | 48,657 | $— | $74,457 | 18,750 | — | $282,282 | $— | | David J. Henry | — | 2,625 | $— | $8,994 | 18,750 | — | $282,282 | $— | | Michael A. Werdann | 13,750 | 17,004 | $23,718 | $48,370 | 48,438 | — | $871,885 | $— |

  79. Option Exercises and Stock Vested in Fiscal Year 2024

    (1) The value realized on exercise equals the difference between the sale price of NETGEAR’s common stock on the Nasdaq Global Select Market or Arlo’s common stock on the New York Stock Exchange, at the time of exercise date and the exercise price of the applicable stock option award, multiplied by the number of shares for which the stock option award was exercised. The value realized on vesting equals the closing price of NETGEAR’s common stock on the Nasdaq Global Select Market or Arlo’s common stock on the New York Stock Exchange on the vesting date, multiplied by the number of shares that vested on the vesting date.

  80. Option Exercises and Stock Vested in Fiscal Year 2024

    | 66 | 2025 PROXY STATEMENT | |

  81. Pension Benefits and other Nonqualified Deferred Compensation Plans

    Pension Benefits and other Nonqualified Deferred Compensation Plans We do not offer any defined benefit retirement plan for Named Executive Officers. In May 2013, we established a deferred compensation plan for a select group of management or highly compensated employees. Our deferred compensation plan is unfunded and unsecured and is designed to comply with Code Section 409A. The plan allows participants to defer a flat dollar amount or a whole percentage of up to a maximum of 80% of base salary and 100% of bonuses and allows participants to invest only in mutual funds. We have the discretion to make company contributions and company matching contributions up to a designated maximum of the participant’s compensation. We have elected to informally fund the plan using taxable securities placed in a grantor trust. During the deferral period, the deferred amounts are hypothetically or “notionally” invested in one investment fund instructed by the grantor trust to mirror the participant’s plan allocations. The participant’s account is adjusted for deemed gains or losses on each business day based on the rate of gain or loss on the assets in each notional investment fund as of the prior day. We do not guarantee any returns on participant contributions. If a participant’s employment terminates, distribution would be made in the form of a lump sum following termination or be made per the participant’s prior election. In 2024, Mr. Lo was the only Named Executive Officer who participated in this plan. The following table provides information about contributions, earnings, withdrawals and balances under our non-qualified deferred compensation plan in fiscal year 2024.

  82. Pension Benefits and other Nonqualified Deferred Compensation Plans

    | Name | Executive Contributions in 2024 | Registrant Contributions in 2024 | Aggregate Earnings in 2024(1) | Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2024 | | Charles (CJ) Prober | $— | $— | $— | $— | $— | | Patrick C.S. Lo | $— | $— | $418,177 | $(6,163,353) | $— | | Bryan D. Murray | $— | $— | $— | $— | $— | | Pramod Badjate | $— | $— | $— | $— | $— | | Michael F. Falcon | $— | $— | $— | $— | $— | | | $— | $— | $— | $— | $— | | David J. Henry | $— | $— | $— | $— | $— | | | $— | $— | $— | $— | $— | | Michael A. Werdann | $— | $— | $— | $— | $— |

  83. Pension Benefits and other Nonqualified Deferred Compensation Plans

    (1) None of the earnings in this column are included in the 2024 Summary Compensation Table because they are not preferential or above market. The amount includes dividends, interest and change in market value.

  84. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In the event of a change in control: • all equity awards issued under our 2016 Plan and 2024 Inducement Plan will be treated as determined by the administrator of the plan and will not automatically vest unless the successor corporation does not assume or substitute for the awards; and • with respect to any then-outstanding performance-based equity awards granted to our NEOs, the applicable performance goal will be deemed to be satisfied at 100% of the target level if the performance period has not already ended, and (1) if the successor corporation does not assume or substitute for such awards, 100% of the awards that have become eligible to vest will vest immediately before the change in control, or (2) if the successor corporation assumes or substitutes for such awards, 100% of the awards that have become eligible to vest will vest either (A) on the vesting date, if the NEO continues service through that date, or (B) upon a termination of the NEO’s employment prior to the vesting date either (w) by us other than for cause, (x) due to the NEO’s death, (y) due to the NEO’s disability, or (z) by the NEO for good reason. The vesting acceleration triggered by a termination by us other than for cause or by an NEO for good reason will be conditioned upon the execution and non-revocation of a release of claims. In addition, we have entered into change in control and severance agreements with each of our NEOs. Although each executive officer’s employment is and will continue to be at-will, as defined under applicable law, and may be terminated by either us or the executive officer at any time with or without cause, these agreements provide for change in control and severance benefits for the executive officers under specified circumstances. Each of our NEOs is entitled to certain severance benefits, a described below, except for Mr. Lo, who retired from the Company in January 2024, Mr. Werdann, who departed from the Company in September 2024, Mr. Henry, who departed from the Company in December 2024, and Mr. Falcon, who is not entitled to severance benefits in connection with his service as a consultant pursuant to his Transition and Advisory Agreement, which is described above under the section titled “Agreements with our Named Executive Officers.” For purposes of this section, the “change in control period” refers to the period beginning one month prior to (or three

  85. Potential Payments upon Termination or Change in Control

    | | 2025 PROXY STATEMENT | 67 |

  86. Potential Payments upon Termination or Change in Control

    months prior to, in the case of Mr. Prober) and ending 12 months following a change in control (as defined in the change in control and severance agreement). Upon a termination without cause or resignation with good reason that occurs outside of the change in control period, our NEOs would be entitled to: • a lump sum cash severance payment equal to 12 months of annual base salary, and, for the CEO, an additional amount equal to his target annual bonus as in effect for the fiscal year in which the termination occurs; • 12 months of health benefits continuation; • for our NEOs other than Mr. Prober, accelerated vesting of any unvested time-based equity awards that would have vested during the 12 months following the termination date. • for Mr. Prober, (i) accelerated vesting of any unvested equity awards (other than his sign-on PSU award) that would have vested during the 18 months following the termination date and (ii) immediate vesting of any sign-on PSUs as to which the applicable performance period has ended as of the date of the such termination and have become eligible to vest (based on actual performance). Upon a termination without cause or resignation with good reason that occurs during the change in control period, our NEOs would be entitled to: • a lump sum cash severance payment equal to a multiple (2x for the CEO and 1x for all other NEOs) of the sum of an amount equal to 12 months of the NEO’s annual base salary and target annual bonus; • • a number of months (24 for the CEO and 12 for other NEOs) of health benefits continuation; and • for our NEOs other than Mr. Prober, accelerated vesting of all outstanding, unvested equity awards and in the case of any such equity award with performance-based vesting criteria, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria deemed achieved at 100% of target levels. • for Mr. Prober, accelerated vesting of all outstanding, unvested equity awards, and (A) in the case of any such equity award with performance-based vesting criteria (other than the sign-on PSU award), unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at the greater of (x) actual achievement or (y) 100% of target levels, and (B) in the case of the sign-on PSU award, all performance goals and other vesting criteria will be deemed achieved based on actual performance. Severance will be conditioned upon the execution and non-revocation of a release of claims and, in the case of a termination without cause (excluding by reason of death or disability) or resignation with good reason, (1) resignation from all officer and director positions with the Company and its subsidiaries, (2) return of all Company documents and other property, and (3) for Mr. Prober, continued compliance with any confidential information agreement between himself and the Company. The change in control and severance agreements do not provide for any excise tax gross-ups. If the merger-related payments or benefits of the NEO are subject to the 20% excise tax under Section 4999 of the tax code, then the NEO will either receive all such payments and benefits subject to the excise tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after-tax outcome for the NEO. All unvested equity awards issued under our 2016 Plan and 2024 Inducement Plan and subject to time-based vesting will become fully vested if an NEO ceases to be a service provider as a result of the NEO’s disability or death. The vesting of any then-outstanding performance-based equity awards that were granted to our NEOs prior to 2024, other than the CEO, will be accelerated upon the following terminations of the NEO’s employment: • if a change in control has not occurred and an NEO’s employment is terminated due to his death before the end of the performance period, 100% of the NEO’s target number of shares subject to the performance-based award will vest; and • if a change in control has not occurred and either (1) after the end of the performance period but before the vesting date, an NEO’s employment is terminated due to his death, or (2) before the vesting date, an NEO’s employment is terminated by us due to his disability, a number of shares subject to the performance-based award will vest equal to the actual number of shares that would have become eligible to vest based on actual achievement of the applicable performance goal had the NEO’s employment not been terminated. In the event that Mr. Prober ceases to be a service provider as a result of the disability or death, then each of his then-outstanding equity awards with performance-based vesting, unless a more favorable term is specified in the applicable equity award agreement governing the award, all performance goals and other vesting criteria will be deemed achieved as follows: • in the case of an award that vests based on the achievement of financial operating or performance goals, at 100% of target levels; or in the case of an award that vests based on the price of the Company’s shares of common stock or the total shareholder return of the Company, at actual achievement.

  87. Potential Payments upon Termination or Change in Control

    | 68 | 2025 PROXY STATEMENT | |

  88. Payments Upon Termination Due to Death or Disability

    Payments Upon Termination Due to Death or Disability The following table summarizes the amount that each of our Named Executive Officers would receive in the event his employment with the Company was terminated by us due to death or disability, assuming the date of the triggering event was December 31, 2024.

  89. Payments Upon Termination Due to Death or Disability

    | Name | Value Realized from Equity Acceleration ($)(1)(2) | Total ($) | | Charles (CJ) Prober | $31,759,258 | $31,759,258 | | Bryan D. Murray | $3,687,146 | $3,687,146 | | Pramod Badjate | $4,598,550 | $4,598,550 |

  90. Payments Upon Termination Due to Death or Disability

    (1) The value realized equals the difference between NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 31, 2024 (the last market trading day in 2024), which was $27.87, and the exercise price of the applicable award, multiplied by the number of shares for which vesting would be accelerated. (2) These amounts include the accelerated vesting of PSUs granted to our NEOs in April 2022 with actual achievement of 59%, in July 2023 with target achievement of 100%, and in February 2024 with actual achievement of 150% for all three tranches. The included value from the PSU acceleration is: $19,055,555 for Mr. Prober; $499,458 for Mr. Murray; and $0 for Mr. Badjate.

  91. Payments Upon Termination Without Cause or Resignation for Good Reason Outside of the Change in Control Period

    Payments Upon Termination Without Cause or Resignation for Good Reason Outside of the Change in Control Period The following table summarizes the amount that each of our Named Executive Officers would receive in the event his employment with the Company is terminated without cause, or he resigns for good reason, more than one month prior to or more than one year after a change in control of the Company, assuming the date of the triggering event was December 31, 2024.

  92. Payments Upon Termination Without Cause or Resignation for Good Reason Outside of the Change in Control Period

    | Name | Cash Severance ($) | Health Continuation Benefits ($) | Value Realized from Equity Acceleration ($)(1)(2) | Total ($) | | Charles (CJ) Prober | $1,650,000 | $47,921 | $12,703,676 | $14,401,596 | | Bryan D. Murray | $540,000 | $47,921 | $1,779,750 | $2,367,671 | | Pramod Badjate | $525,000 | $29,524 | $1,916,146 | $2,470,670 |

  93. Payments Upon Termination Without Cause or Resignation for Good Reason Outside of the Change in Control Period

    (1) The value realized equals the difference between NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 31, 2024 (the last market trading day in 2024), which was $27.87, and the exercise price of the applicable award, multiplied by the number of shares for which vesting would be accelerated. (2) These amounts include the accelerated vesting of PSUs granted to our NEOs in April 2022 with an actual achievement of 59%, and in February 2024 with an actual achievement of 150% for the first tranche. The included value from the PSU acceleration is: $6,351,852 for Mr. Prober; $185,921 for Mr. Murray; and $0 for Mr. Badjate. In January 2025, we entered into the Henry Separation Agreement in connection with David Henry’s departure from the Company on the Henry Separation Date. Pursuant to the Henry Separation Agreement, in exchange for a customary release of claims against the Company, Mr. Henry received: (i) a lump sum equivalent to 12 months of his base salary of $550,000; (ii) reimbursement for 12 months of COBRA premiums with a monthly amount of $3,111; and (iii) acceleration of vesting of unvested time-based restricted stock units as if he had continued providing services as an employee of the Company until the 12-month anniversary of the Henry Separation Date, and unvested performance-based restricted stock units that had achieved the applicable performance metrics as of the Henry Separation Date. The value realized from equity acceleration was $397,196. In addition, as further consideration for the release of claims against the Company and in acknowledgement of his contributions to the Company through the end of 2024, Mr. Henry was eligible to receive his bonus for the second half of 2024, which was ultimately paid to Mr. Henry in an amount of $74,448. In September 2024, we entered into the Werdann Separation Agreement in connection with Michael Werdann's departure from the Company on the Werdann Separation Date. Specifically, pursuant to the Werdann Separation Agreement, in exchange for a customary release of claims against the Company, Mr. Werdann received: (i) a lump sum equivalent to 12 months of his base salary of $567,952; and (ii) acceleration of vesting of unvested time-based restricted stock units as if he had continued providing services as an employee of the Company until the 12-month anniversary of the Werdann Separation Date. The value realized from equity acceleration was $589,604.

  94. Payments Upon Termination Without Cause or Resignation for Good Reason During the Change in Control Period

    Payments Upon Termination Without Cause or Resignation for Good Reason During the Change in Control Period The following table summarizes the amount that each of our Named Executive Officers would receive in the event his employment with the Company is terminated without cause, or he resigns for good reason, within one month prior to or one year after a change in control of the Company, assuming the date of the triggering event was December 31, 2024.

  95. Payments Upon Termination Without Cause or Resignation for Good Reason During the Change in Control Period

    | | 2025 PROXY STATEMENT | 69 |

  96. Payments Upon Termination Without Cause or Resignation for Good Reason During the Change in Control Period

    | Name | Cash Severance ($) | Health Continuation Benefits ($) | Value Realized from Equity Acceleration ($)(1) (2) | Total ($) | | Charles (CJ) Prober | $3,300,000 | $95,842 | $31,759,258 | $35,155,100 | | Bryan D. Murray | $945,000 | $47,921 | $4,279,383 | $5,272,304 | | Pramod Badjate | $918,750 | $29,524 | $6,131,400 | $7,079,674 |

  97. Payments Upon Termination Without Cause or Resignation for Good Reason During the Change in Control Period

    The value realized equals the difference between NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 31, 2024 (the last market trading day in 2024), which was $27.87, and the exercise price of the applicable award, multiplied by the number of shares for which vesting would be accelerated. (2) These amounts include the accelerated vesting of PSUs granted to our NEOs in April 2022 with an actual achievement of 59%, in July 2023, April 2024 and October 2024 with a target achievement of 100%, and in February 2024 with an actual achievement of 150% for all three tranches. The included value from the PSU acceleration is: $19,055,555 for Mr. Prober; $1,091,691 for Mr. Murray; and $1,532,850 for Mr. Badjate. To protect the interests of NETGEAR, all of our employment agreements provide for covenants strictly limiting proprietary information disclosure and solicitation of our employees by a terminated executive officer for specified periods of time.

  98. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The 2024 annual total compensation of our CEO Mr. Prober is $17,753,288, the 2024 annual total compensation of our median compensated employee is $113,904, and the ratio of these amounts is approximately 156 to 1. For these purposes, we calculated the annual total compensation of our CEO and our median employee according to the requirements of Item 402(c)(2)(x) of Regulation S-K. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. For purposes of identifying our median compensated employee, we used our global employee population as of December 31, 2024, identified based on our payroll record. We used total compensation as our consistently applied compensation measure. In this context, total compensation means the actual annual salary or wages paid, bonus or commissions earned for the year ended December 31, 2024, and the value of the annual equity awards granted during 2024.

  99. CEO Pay Ratio

    | | 2025 PROXY STATEMENT | 71 |

  100. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation and Talent Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  101. Pay Versus Performance

    | | Summary Compensation | Compensation | Summary Compensation | Compensation | Average Summary Compensation Table Total for | Average Compensation Actually Paid Table Total for | Value of Initial $100 Investment Based on:(5) | | GAAP Net | Non-GAAP Operating Income | | Year | Table Total for PEO Charles (CJ) Prober ($)(1) | Actually Paid to to PEO Charles (CJ) Prober ($)(1) (3) (4) | Table Total for PEO Patrick C.S. Lo ($)(4) | Actually Paid to PEO Patrick C.S. Lo ($)(1) (2) (3) (4) | Non-PEO NEOs ($)(1) (2) (3) (4) | Non-PEO NEOs ($)(1) (2) (3) (4) | Company TSR | Peer Group TSR | Income (Loss) (Millions) | (Loss) (Millions)(6) | | 2024 | $17,753,288 | $33,050,607 | $2,464,183 | $9,458 | $2,567,933 | $3,434,542 | $114 | $301 | $12 | $(42) | | 2023 | $— | $— | $1,913,615 | $876,698 | $1,135,769 | $808,716 | $59 | $221 | $(105) | $(4) | | 2022 | $— | $— | $3,301,355 | $(73,726) | $1,297,048 | $500,475 | $74 | $133 | $(69) | $(10) | | 2021 | $— | $— | $5,221,876 | $(1,380,992) | $1,777,660 | $629,637 | $119 | $207 | $49 | $109 | | 2020 | $— | $— | $5,002,294 | $10,225,543 | $1,697,060 | $2,599,063 | $166 | $150 | $58 | $128 |

  102. Pay Versus Performance

    1. Charles (CJ) Prober and Patrick C.S. Lo were our PEOs in 2024. The individuals comprising the Non-PEO NEOs for the year are Bryan D. Murray, Pramod Badjate, Michael F. Falcon, David J. Henry and Michael A. Werdann. 2. Patrick C.S. Lo was our PEO in 2023, 2022, 2021 and 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  103. Pay Versus Performance

    | 2023 | 2022 | 2021 | 2020 | | Bryan D. Murray | Bryan D. Murray | Bryan D. Murray | Bryan D. Murray | | David J. Henry | Michael F. Falcon | David J. Henry | Vikram Mehta | | Vikram Mehta | David J. Henry | Andrew W. Kim | Michael A. Werdann | | Michael A. Werdann | Michael A. Werdann | Michael A. Werdann | Martin D. Westhead |

  104. Pay Versus Performance

    3. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 4 below. 4. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards” column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.

  105. Pay Versus Performance

    | Year 2024 | Summary Compensation Table Total | Exclusion of Stock Awards | Inclusion of Equity Values | Compensation Actually Paid | | PEO Charles (CJ) Prober | $17,753,288 | $16,231,750 | $31,529,069 | $33,050,607 | | PEO Patrick C.S. Lo | $2,464,183 | $960,123 | $(1,494,602) | $9,458 | | Non-PEO NEOs | $2,567,933 | $1,731,978 | $2,598,586 | $3,434,542 |

  106. Pay Versus Performance

    | 72 | 2025 PROXY STATEMENT | |

  107. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  108. Pay Versus Performance

    | Year 2024 | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year | Fair Value of Last Day of Prior Year of Equity Awards Forfeited During Year | Total - Inclusion of Equity Values | | PEO Charles (CJ) Prober | $31,529,069 | $— | $— | $— | $— | $31,529,069 | | PEO Patrick C.S. Lo | $— | $— | $(24,938) | $— | $(1,469,664) | $(1,494,602) | | Non-PEO NEOs | $2,256,570 | $346,500 | $23,307 | $62,063 | $(89,854) | $2,598,586 |

  109. Pay Versus Performance

    5. The Peer Group TSR set forth in this table utilizes the NASDAQ Computer Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Computer Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 6. We determined non-GAAP operating income, as calculated under our annual incentive plan, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024 because this is the primary financial performance metric in our 2024 executive bonus plan. Non-GAAP operating income is equal to our GAAP operating income after excluding bonus expense, amortization of intangibles, stock-based compensation expense, goodwill impairment, intangibles impairment, restructuring and other charges, litigation reserves, net, gain/loss on investments, net, gain on litigation settlements, and adjust for effects related to non-GAAP tax adjustments, as presented in the Company’s press release reporting the financial results for fiscal 2024. We may determine a different financial performance measure to be the most important financial performance measure in future years. Refer to the reconciliation of these non-GAAP financial measures to the comparable GAAP financial measure in Appendix A of this proxy statement.

  110. Relationship Between PEO and Other NEO Compensation Actually Paid and Company Performance

    Relationship Between PEO and Other NEO Compensation Actually Paid and Company Performance The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, the Company’s TSR, and the Peer Group’s TSR over the four most recently completed fiscal years.

  111. Relationship Between PEO and Other NEO Compensation Actually Paid and Company Performance

    | | 2025 PROXY STATEMENT | 73 |

  112. Relationship Between PEO and Other NEO Compensation Actually Paid and Company Performance

    The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our GAAP net income during the four most recently completed fiscal years. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our non-GAAP operating income during the four most recently completed fiscal years.