DEF 14A of Arlo Technologies, Inc.
Filed Apr 24, 2026 · FY20250001140361-26-016680
Director Nominees and Continuing Directors
Director Nominees and Continuing Directors The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating and Corporate Governance Committee to believe that the nominee should continue to serve on the Board. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why such member believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.
Director Nominees and Continuing Directors
| | Arlo Technologies, Inc. Notice of 2026 Annual Meeting and Proxy Statement 21 |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Business Experience: Grady K. Summers has served as a member of our Board since 2018. Prior to joining the Arlo Board, Mr. Summers served on the board of directors of NETGEAR from 2016 to 2018. Mr. Summers currently serves as the CEO of Netwrix, a leading provider of data security solutions. Mr. Summers has held various executive positions at SailPoint, FireEye, Mandiant, and Ernst & Young. He also held various technology and cybersecurity roles at General Electric, including Chief Information Security Officer. Mr. Summers holds an MBA from Columbia University and a B.S. in computer systems from Grove City College in Pennsylvania. Qualifications: Mr. Summers provides Arlo with technology perspectives, strategic insight and cybersecurity oversight. The Nominating and Corporate Governance Committee believes that Mr. Summers’ experience reviewing, leading, designing and implementing cybersecurity programs and his expertise in addressing the security and privacy challenges that Arlo faces in today’s connected world qualifies him to serve as a member of our Board. | | Grady K. Summers | | | Age 49 Director since 2018 Board Committees: Cybersecurity and Privacy (Chair), Compensation and Human Capital Other Current Public Company Boards: None | |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Business Experience: Prashant (Sean) Aggarwal has served as a member of our Board since 2018. Since 2022, Mr. Aggarwal has served as Co-Founder and Chairman of Borderless AI, an artificial intelligence-powered human resource management platform. Since 2016, Mr. Aggarwal has served as the Chief Executive Officer of Soar Capital, LLC, where he focuses on investments in early-stage technology companies. Previously, Mr. Aggarwal served as the Chief Financial Officer at Trulia, Inc., Vice President of Finance at PayPal, Inc., and at eBay Inc. in various finance roles, including as Vice President of Finance. Prior to eBay, Mr. Aggarwal served as Director of Finance at Amazon.com, Inc. Mr. Aggarwal started his career in investment banking with Merrill Lynch, Pierce, Fenner & Smith Incorporated. Mr. Aggarwal also currently serves on the board of directors of Lyft, Inc. He previously served on the board of directors of Sonder Holdings Inc., a hospitality company, from October 2022 to September 2025 Mr. Aggarwal received a Master of Management from Northwestern University - Kellogg School of Management. Qualifications: Mr. Aggarwal has significant operational and finance experience as an executive and board member of technology companies. He has led organizations through periods of rapid top-line growth and expansion into international markets. The Nominating and Corporate Governance Committee believes that Mr. Aggarwal’s deep understanding of finance, financial reporting, strategy, operations and risk management qualifies him to serve as a member of our Board. | | Prashant (Sean) Aggarwal | | | Age 60 Director since 2018 Board Committees: Nominating and Corporate Governance, Compensation and Human Capital, Audit Other Current Public Company Boards: Lyft, Inc. | |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
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Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Business Experience: Amy Rothstein has served as a member of our Board since 2019. From 2019 through January 2026, Ms. Rothstein served as the Chief Legal Officer and Head of Corporate Development at Nexxen (formerly Tremor International Ltd.), a leading provider of digital video brand advertising solutions using data to deliver outcomes, where she was responsible for managing global legal affairs and driving operational and strategic goals. Ms. Rothstein also previously served as Chief Operating Officer of Nexxen. Ms. Rothstein joined Nexxen through its acquisition of RhythmOne Plc in 2019, at which time Ms. Rothstein served as Executive Vice President, Chief Legal Officer and Chief Operating Officer of RhythmOne. Ms. Rothstein joined RhythmOne through its acquisition of YuMe Inc., where since 2013, she served as Deputy General Counsel and then General Counsel. Prior to joining YuMe, Ms. Rothstein served as Director of Mergers and Acquisitions for North America at Hewlett Packard Inc. She has also held associate attorney positions in the Private Equity and Corporate groups of Weil, Gotshal and Manges LLP and Cooley LLP. Ms. Rothstein has received an LLM in Business and Corporate Law from University of San Diego School of Law, a JD from Creighton University School of Law, and a Bachelors Degree in Political Science from University of Nebraska. Qualifications: Ms. Rothstein has significant legal and operational experience as an executive in technology and advertising companies. The Nominating and Corporate Governance Committee believes that Ms. Rothstein’s extensive experience evaluating and executing complex strategic transactions including capital allocations, mergers and acquisitions and advising public company technology boards qualifies her to serve as a member of our Board. | | Amy Rothstein | | | Age 51 Director since 2019 Board Committees: Audit, Nominating and Corporate Governance, Cybersecurity and Privacy, Strategic and Capital Allocation Other Current Public Company Boards: None | |
Directors Continuing in Office Until the 2027 Annual Meeting
Directors Continuing in Office Until the 2027 Annual Meeting
Directors Continuing in Office Until the 2027 Annual Meeting
| | Business Experience: Matthew McRae has served as Arlo’s Chief Executive Officer and as a member of our Board since 2018. Mr. McRae served as Senior Vice President of Strategy of NETGEAR, Inc. from 2017 to 2018. Mr. McRae previously served as the Chief Technology Officer of Vizio Inc. from 2010 to 2017 and served as its Vice President and General Manager, Advanced Products Group from 2008 to 2010. From 2007 to 2008, Mr. McRae was Vice President of Marketing and Business Development of Fabrik (now part of HGST, Inc.), and from 2001 to 2007 was the Senior Director, Worldwide Business Development at Cisco Systems Inc. Mr. McRae currently serves on the board of directors of Snap Inc. and Violux, Inc. He previously served on the board of directors of Origin Wireless, Dedicated Hosting Services, Inc., UC Irvine Institute for Innovation, and the Leatherby Center for Entrepreneurship and Business Ethics at the Business School of Chapman University. Mr. McRae received a Bachelor’s Degree in Computer Science Engineering from University of Pennsylvania and a Bachelor’s of Science Degree in Economics from The Wharton School. Qualifications: The Nominating and Corporate Governance Committee believes that Mr. McRae’s extensive industry experience in leadership positions at consumer electronics and technology companies qualifies him to serve as a member of our Board. | | Matthew McRae | | | Age 52 Director since 2018 Board Committees: None Other Current Public Company Boards: Snap Inc. | |
Directors Continuing in Office Until the 2027 Annual Meeting
| | Arlo Technologies, Inc. Notice of 2026 Annual Meeting and Proxy Statement 23 |
Directors Continuing in Office Until the 2027 Annual Meeting
| | Business Experience: Catriona Fallon has served as a member of our Board since 2021. Ms. Fallon has over 20 years of strategic finance and leadership experience and is currently the CFO for several companies in the film editing, visual effects and sound editing space including Whitehouse Post, Carbon, Gentleman Scholar and Wave Sound. She has served as CFO for several tech companies, including SambaNova Systems, Sound Agriculture, Aktana, Hitachi Vantara, Silver Spring Networks and Marin Software. Ms. Fallon also sits on the board of directors of Palomar Holdings. Ms. Fallon previously served on the board of directors of General Fusion from April 2021 to May 2025. Ms. Fallon received an MBA from Harvard and a BA in Economics from UCLA. Qualifications: Ms. Fallon brings more than twenty years of strategic finance expertise and leadership experience to her role as a board member via her significant operational and finance experience as a board member and executive of various technology companies. The Nominating and Corporate Governance Committee believes that Ms. Fallon’s understanding of finance, financial reporting, strategy, corporate efficiencies and risk management qualifies her to serve as a member of our Board. | | Catriona M. Fallon | | | Age 55 Director since 2021 Board Committees: Audit (Chair), Cybersecurity and Privacy Other Current Public Company Boards: Palomar Holdings, Inc. | |
Directors Continuing in Office Until the 2028 Annual Meeting
Directors Continuing in Office Until the 2028 Annual Meeting
Directors Continuing in Office Until the 2028 Annual Meeting
| | Business Experience: Ralph E. Faison has served as the Chairman of our Board since 2018. Mr. Faison is currently a private investor. Prior to joining Arlo’s Board, Mr. Faison served on the board of directors of NETGEAR from 2003 to 2018. From 2011 to 2014, Mr. Faison served as the President and Chief Executive Officer and chair of the board of directors of Pulse Electronics Corporation. From 2003 through 2007, Mr. Faison served as Chief Executive Officer of Andrew Corporation and served at various times as its President, Chief Operating Officer, and Director. From 2001 to 2002, Mr. Faison was President and Chief Executive Officer of Celiant Corporation, which was acquired by Andrew Corporation. From 1997 to 2001, Mr. Faison was Vice President of the New Ventures Group at Lucent Technologies, Inc., and from 1995 to 1997, he was Vice President of advertising and brand management at Lucent. Prior to Lucent, Mr. Faison also held various positions at AT&T, including as Vice President and General Manager of AT&T’s wireless business unit and manufacturing Vice President for its consumer products unit in Bangkok, Thailand. Mr. Faison currently serves on the board of directors of Vislink Technologies, Inc., a public company that produces wireless broadcast video cameras for the commercial broadcast and military markets. Mr. Faison received a Master of Science, Business Administration and Management from Stanford University Graduate School of Business and a Bachelor of Business Administration, Marketing from Georgia State University. Qualifications: Mr. Faison has extensive experience in leading and managing large international companies. He is well-versed in the complex manufacturing and distribution systems that today’s multinational companies implement. The Nominating and Corporate Governance Committee believes that Mr. Faison, as a previous public company chair and chief executive officer, is able to advise Arlo on many aspects of public company governance and management and is qualified to serve as a member of our Board. | | Ralph E. Faison | | | Age 67 Director since 2018 Board Committees: Chairman of the Board, Nominating and Corporate Governance (Chair), Compensation and Human Capital, Cybersecurity and Privacy, Strategic and Capital Allocation (Chair) Other Current Public Company Boards: Vislink Technologies, Inc | |
Directors Continuing in Office Until the 2028 Annual Meeting
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Directors Continuing in Office Until the 2028 Annual Meeting
| | Business Experience: Jocelyn E. Carter-Miller has served as a member of Arlo’s Board since 2018. Prior to joining our Board, Ms. Carter-Miller served on the board of directors of NETGEAR from 2009 to 2018. Since 2001, Ms. Carter-Miller has been President of TechEdVentures, Inc. and since 2013 of SoulTranSync, LLC, both of which are entrepreneurial ventures specializing in the development and marketing of high performance educational and personal/ community empowerment programming. Ms. Carter-Miller has also led Jocelyn Carter-Miller, LLC, a business consulting firm, as President since 2016. From 2002 to 2004, Ms. Carter-Miller also served as Executive Vice President and Chief Marketing Officer of Office Depot, Inc. and spent a decade with Motorola, Inc., initially as a Director of Marketing and Network Service Quality, then as Vice President and GM of International Networks Division Latin America and EMEA Operations, and ultimately as Corporate Vice President and Chief Marketing Officer. She also spent ten years at Mattel, Inc. in marketing, product development and strategic business planning roles. In addition to her leadership role on the Arlo board, Ms. Carter-Miller currently holds leadership roles on the public boards of Principal Financial Group, Inc. and Backblaze, Inc. She also serves on the NACD National and Broward Black Chamber of Commerce Foundation non-profit boards. Ms. Carter-Miller previously served on the board of directors of InterPublic Group of Companies, Inc. from 2007 to November 2025. Ms. Carter-Miller has been awarded several distinctions including NACD Directorship 100 Honoree, Savoy Power 300: Most Influential Black Corporate Directors, Directors & Boards Director to Watch, Most Influential Corporate Board Directors by Women, Inc., and BoardProspects 100 Black Directors Making a Difference. Ms. Carter-Miller received a B.S. in Accounting from the University of Illinois, an MBA in Finance and Marketing from the University of Chicago and is a Certified Public Accountant (unlicensed). Qualifications: Ms. Carter-Miller provides an in-depth understanding of marketing to home users and small businesses based on her extensive marketing and executive experience at various public companies serving those consumers. The Nominating and Corporate Governance Committee believes that Ms. Carter-Miller’s expertise gained from her time on the boards of large public companies provides an important perspective on corporate governance best practices and procedures that can be applied at Arlo and qualifies her to serve as a member of our Board. | | Jocelyn E. Carter-Miller | | | Age 68 Director since 2018 Board Committees: Compensation and Human Capital (Chair), Audit, Strategic and Capital Allocation Other Current Public Company Boards: Principal Financial Group, Inc. and Backblaze, Inc. | |
Directors Continuing in Office Until the 2028 Annual Meeting
| | Arlo Technologies, Inc. Notice of 2026 Annual Meeting and Proxy Statement 25 |
Director Compensation
Director Compensation Under our non-employee director compensation policy (the “Director Compensation Policy”), our non-employee directors received the following compensation for the 2025 fiscal year: Cash Retainer. Our non-employee directors received a $45,000 annual retainer. The Chair of the Board and members and Chairs of each committee of the Board also received the additional annual retainers described below:
Director Compensation
| • | Chair. The Chair of the Board received an additional annual retainer of $50,000. |
Director Compensation
| • | Audit Committee. Each member (including the Chair) of the Audit Committee received an annual retainer of $10,000, and the Chair received an additional annual retainer of $12,000. |
Director Compensation
| • | Compensation and Human Capital Committee. Each member (including the Chair) of the Compensation and Human Capital Committee received an annual retainer of $7,500, and the Chair received an additional annual retainer of $7,500. |
Director Compensation
| • | Nominating and Corporate Governance Committee. Each member (including the Chair) of the Nominating and Corporate Governance Committee received an annual retainer of $5,000, and the Chair received an additional annual retainer of $5,000. |
Director Compensation
| • | Cybersecurity and Privacy Committee. Each member (including the Chair) of the Cybersecurity and Privacy Committee received an annual retainer of $10,000, and the Chair received an additional annual retainer of $10,000. |
Director Compensation
| • | Strategic and Capital Allocation Committee. Each member (including the Chair) of the Strategic and Capital Allocation Committee received an annual retainer of $5,000, and the Chair received an additional annual retainer of $5,000. |
Director Compensation
All retainers are paid on a quarterly basis on the last day of each quarter and are prorated, as needed, for partial service during such period. Annual Grant. In addition, on an annual basis, each non-employee director who continues to serve as a non-employee director following each annual meeting of stockholders receives an annual grant of a number of restricted stock units (“RSUs”) equal to $180,000 divided by the NYSE closing price of our common stock on the date of such annual stockholder meeting (rounded down to the nearest whole share), which will become fully vested on the date of the following year’s annual stockholder meeting. Under our Director Compensation Policy, our non-employee directors have the ability to defer the settlement of RSUs. Initial RSU Grant. Upon joining the Board, each non-employee director receives an initial grant of RSUs (the “Initial Grant”) equal to $180,000, with such dollar amount prorated for the date of such initial election or appointment in relation to the date of the previous annual meeting of stockholders, divided by the NYSE closing price of our common stock on the date of grant (rounded down to the nearest whole share), which will become fully vested on the date of the next annual stockholder meeting. Vesting of equity awards held by our non-employee directors will fully accelerate if we are subject to a “change in control” (as defined under our 2018 Equity Incentive Plan (the “2018 Plan”)). Under our Director Compensation Policy, our non-employee directors have the ability to defer the settlement of RSUs. Director compensation is reviewed annually in line with Arlo’s peer group and targeted to the 50th percentile. Continuing Education. In order to encourage continuing director education, we reimburse certain director education costs up to $7,000 over a two-year period and we provide continuing education sessions for the Board, as a whole, to attend in connection with one of its regularly scheduled meetings. Travel Expenses. Our non-employee directors are entitled to reimbursement for travel and other related expenses incurred in connection with their attendance at meetings of our Board and the committees thereof.
Director Compensation
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Director Compensation
The following table details the compensation of our non-employee directors for the 2025 fiscal year.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Ralph E. Faison(3) | $132,500 | $179,997 | $312,497 | | Prashant (Sean) Aggarwal(4) | $67,500 | $179,997 | $247,497 | | Grady K. Summers(4) | $72,500 | $179,997 | $252,497 | | Jocelyn E. Carter-Miller(4) | $75,000 | $179,997 | $254,997 | | Catriona M. Fallon(3) | $77,000 | $179,997 | $256,997 | | Amy M. Rothstein(5) | $75,000 | $179,997 | $254,997 |
Director Compensation
| (1) The fees earned by our non-employee directors in 2025 represent the annual board service retainers discussed above, a portion of which were paid in 2026. |
Director Compensation
| (2) The amounts included in the “Stock Awards” column represent the grant date fair value of annual awards granted in 2025 under our Director Compensation Policy, calculated in accordance with FASB ASC 718. Refer to Note 2 in the Notes to Consolidated Financial Statements in Item 8 of Part II of the Annual Report for the assumptions used to estimate fair value at the grant date. |
Director Compensation
| (3) As of December 31, 2025, each of Mr. Faison and Ms. Fallon held 24,281 RSUs. |
Director Compensation
| (4) As of December 31, 2025, each of Messrs. Aggarwal and Summers, and Ms. Carter-Miller held 10,520 RSUs. |
Director Compensation
| (5) As of December 31, 2025, Ms. Rothstein held 10,520 RSUs and outstanding stock options to purchase 10,000 shares of our common stock. |
Director Compensation
| | Arlo Technologies, Inc. Notice of 2026 Annual Meeting and Proxy Statement 27 |
2025 Executive Compensation Highlights
| 1 | No cash compensation increases | We did not increase base salary or annual target performance bonus for our named executive officers in 2025. | | 2 | Rigorous annual incentive plan goals | We structured annual performance bonuses to provide for payout upon achievement of a rigorous adjusted EBITDA and other key operational metrics. In February 2026, we paid bonuses to our named executive officers equal to 122% of target for 2025 based on our achievement of these metrics. | | 3 | 100% performance-based equity awards | We structured 100% of the equity awards granted to our named executive officers in 2025 as performance-based awards that require achievement of rigorous performance metrics in order to vest. | | 4 | Limited fixed pay | Over 89% of our Chief Executive Officer’s and on average 86% of our other named executive officers’ 2025 total direct compensation, was “at-risk” and significantly dependent on the achievement of cumulative paid accounts and profitability goals, as reflected in the charts below. |
Compensation Philosophy and Pay Practices
| What We Do | | What We Don't Do | | | ☑ | Maintain an independent Compensation and Human Capital Committee with an independent compensation consultant | ☒ | No guaranteed salary increases or bonus payouts | | ☑ | Annually review the executive compensation program to enhance market competitiveness and alignment with stockholder interests | ☒ | No agreements providing for tax reimbursements or tax gross-up on severance or upon a change in control | | ☑ | Use a pay-for-performance philosophy where a significant portion of compensation is “at risk” and based on Company performance | ☒ | No excessive perquisites and no time-based restricted awards | | ☑ | Award annual incentive compensation subject to the achievement of predetermined rigorous performance goals | ☒ | No hedging or pledging of our equity securities | | ☑ | Grant a significant portion of equity incentives in the form of PSUs that only vest upon achievement of pre-defined performance goals over a multi-year performance period | ☒ | No supplemental executive retirement or pension plans |
Compensation Philosophy and Pay Practices
Members of management, including our Chief Executive Officer, may attend portions of the Compensation and Human Capital Committee meetings; however, no executive is present during deliberations or decisions regarding his or her own compensation, ensuring independent and objective decision-making. Role of Independent Compensation Consultant Our Compensation and Human Capital Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. For 2025, our Compensation and Human Capital Committee retained Pay Governance, an independent compensation consultant, to review our executive compensation program and assess its market-competitiveness, alignment with stockholder interests, and effectiveness in attracting and retaining the executive talent critical to driving our strategic objectives and long-term value creation. In 2025, Pay Governance assisted the Compensation and Human Capital Committee in evaluating our pay practices and philosophies against compensation and corporate governance best practices. Pay Governance prepared a comprehensive analysis of our compensation practices—including base salaries, annual bonuses, and long-term incentive compensation—benchmarked against competitive market practices to offer programs that attract top executive talent while maintaining alignment with stockholder value creation. Pay Governance reported directly to and advised our Compensation and Human Capital Committee independently, while interacting with management as necessary to access company information and understand our organizational culture and policies. Our Compensation and Human Capital Committee assessed whether the work of Pay Governance presented any conflict of interest, considering the factors set forth in SEC rules and NYSE listing standards, and determined that no conflict of interest exists from retaining Pay Governance currently or during 2025. Role of Market Data To attract and retain highly qualified executives in a competitive talent market, the Compensation and Human Capital Committee benchmarks our executive compensation against a carefully selected peer group of comparable public companies with which we compete for top executive talent. This peer group provides critical market data that informs our compensation decisions and review of our programs. The Compensation and Human Capital Committee approved the 2025 peer group in December 2024 in consultation with Pay Governance and with input from our Chief Executive Officer. Peer selection requires careful consideration as Arlo’s unique business characteristics differentiate us in the market:
Compensation Philosophy and Pay Practices
| • | Market Position: Leading consumer security brand competing in a market dominated by professional monitoring services and large technology platforms |
Compensation Philosophy and Pay Practices
Our peer group provides competitive positioning across multiple dimensions and serves as one reference point for understanding competitive pay levels. Additional factors considered in compensation decisions include market intelligence from our executive recruiting efforts, company and individual performance, executive expertise, and role responsibilities. Our compensation peer group for 2025 was as follows:
Compensation Philosophy and Pay Practices
| What We Heard | | Our perspective | | | • | “Does dilution tie back into executive compensation?” | • | We are closely watching our stockholder dilution and expect that it will improve over time with our stock repurchase program, transition from short-term compensation being paid entirely in equity to a mix of cash and equity. | | • | “Investors were against the previous use of retention awards except in extenuating circumstances.” | • | No further awards will be made under the 2022 Retention Program. The Compensation and Human Capital Committee has no intention to use retention awards for the foreseeable future. | | • | “Ensure no duplicative CPS metric goals across multiple PSU Grants.” | • | 2025 equity incentive awards for NEOs were made solely in the form of PSUs, which we believe strengthens the link between pay and performance. There are no programs with duplicative goals in 2025 and no intention of duplicative metrics in the future. |
Compensation Philosophy and Pay Practices
| What We Heard | | Our perspective | | | • | “Annual executive PSU awards should continue to include multiple metrics rather than a singular subscriber metric.” | • | The 2025 annual equity awards incorporate multiple metrics. | | | | • | It is expected that future awards will also have similar number of metrics. | | • | “Total compensation for executives (inclusive of retention awards) perceived as high relative to peers.” | • | The Compensation and Human Capital Committee works with an external compensation consultant in the development of our peer group to ensure the peers are reflective of our business. We have worked to align total executive compensation with our updated peer group and employ our pay-for-performance philosophy. Following these efforts, our 2025 TSR significantly outperformed our peer group, reinforcing our program’s design to align executive interests with stockholder value creation. |
Description of Individual Elements of Compensation
Performance Bonus The annual performance bonus program provides each named executive officer with the opportunity to earn annual incentive payments based upon the attainment of certain corporate financial measures or operational objectives as appropriate for the year, based on such participant’s annual performance bonus opportunity, expressed as a percentage of base salary. 2025 Target Annual Bonus For 2025, Messrs. McRae, Binder and Busse had the opportunity to earn a target annual bonus equal to 100%, 70% and 50% of their annual base salary, respectively. The target percentages applicable to such named executive officers for 2025 were unchanged from 2024. 2025 Performance Goals and Achievements For 2025, the Compensation and Human Capital Committee established (i) adjusted EBITDA, (ii) product return reduction, and (iii) subscriber retention and churn improvement metrics as the corporate performance goals applicable to the 2025 plan year. The Compensation and Human Capital Committee chose these metrics because they not only incentivized our executives to drive revenue growth, manage operating expenses, and improve profitability, but also increased focus on our customer-centric approach to improve overall customer experience and subscription retention. Adjusted EBITDA accounted for 70% of the total bonus program with the target derived based on the annual operating plan established at the beginning of 2025. Target achievement for adjusted EBITDA was $70.4 million, with the ability to overachieve up to 150% of target metrics. Actual 2025 adjusted EBITDA was $74.7 million, resulting in payout at 80% for this metric. The reduction in product return and the subscriber retention goals each accounted for 15% of the total bonus program, with targets based on improvements in product return rates and subscriber retention rates benchmarked as of December 31, 2024. We do not disclose the specific target levels for these
Description of Individual Elements of Compensation
two metrics because we believe that such disclosure would result in competitive harm to us. For all of three metrics, a threshold performance level is established for each performance goal, below which no bonus will be paid, and over-achievement is allowed at a maximum of 150% of target metrics such that the total payout is capped at 150% of target bonus. We purposely set these targets at rigorous levels. Revealing these metrics, including the reasoning for setting targets at specific levels, could potentially reveal sensitive information about our strategic objectives that our competitors could use against us in the marketplace for similar products. We believe each of these target levels was challenging but attainable under assumed conditions if we continued to deliver outstanding operational and financial results. After assessing our 2025 performance, the Compensation and Human Capital Committee determined that each of our named executive officers should receive a performance bonus equal to 122% of their target bonus. The 2025 amounts reflected as Non-Equity Incentive Plan Compensation in the Summary Compensation Table for our named executive officers reflect the value of the bonuses earned for 2025 performance under Arlo’s 2025 executive bonus plan. These bonuses were paid in a mix of cash and fully-vested RSUs issued in February 2026.
Description of Individual Elements of Compensation
| Named Executive Officer | Target ($) | Actual Payout as % of Target | Bonus Paid in RSU ($) | Cash Payout ($) | | Matthew McRae | $790,000 | 122% | $632,000 | $331,800 | | Kurtis Binder | $350,000 | 122% | $280,000 | $147,000 | | Brian Busse | $205,000 | 122% | $164,000 | $86,100 |
Description of Individual Elements of Compensation
Equity-Based Incentives Since our IPO, we have granted equity compensation to our executive officers primarily in the form of RSUs and/or performance-based stock unit awards (which we refer to as “performance-based RSU” or “PSU” awards), with an intentional switch to only PSU awards granted in 2025. We grant equity incentive awards to support long-term alignment between our executive officers and our stockholders, and to allow us to attract and retain the services of highly qualified senior management team members, which we believe is essential to our long-term success. 2025 Annual Equity Awards During 2025, we granted 100% performance-based long-term incentives of up to 500,000 shares, 300,000 shares, and 150,000 shares to each of Messrs. McRae, Binder and Busse, respectively (the “ARR/CPS PSUs”) in order to demonstrate our strong commitment to promoting a pay for performance philosophy and driving key financial objectives important to our growth plan. Due to the dynamic nature of our business, the Compensation and Human Capital Committee approved a 2025 PSU design tied to achieving milestones tied to financial performance objectives over a multi-year performance period in order to create strong alignment between (1) continued growth in annual recurring revenue (“ARR”) and cumulative paid accounts (“CPS”) while balancing profitability including strong subscriptions and services gross margin; and (2) rewarding executives for achieving instrumental milestones that help drive long-term stockholder value creation. All three PSU financial milestone performance goals were approved in February 2025 and the PSU award will be earned in one-third tranches on or prior to February 7, 2030, if at all, and generally are subject to a minimum service vesting requirement (service through the later of January 1, 2026, 2027 and 2028 for each of the three respective milestones or the date it is determined that the respective milestone has been achieved). Milestone 1 was achieved in December 2025 and one-third of the 2025 PSU award was deemed earned and vested on January 8, 2026, when the Compensation and Human Capital Committee certified achievement of the Milestone 1 goals. Messrs. McRae, Binder and Busse earned and vested in 166,666, 100,000, and 50,000 of their 2025 PSU awards, respectively. The remainder of the 2025 PSU award is subject to achieving two additional equally weighted milestones relating to ARR and CPS, which will be disclosed if the goals are achieved and vested.
Description of Individual Elements of Compensation
Executive Retention Plan Awards In August 2022, we adopted an Executive Retention Plan (“2022 Retention Program”) under which Messrs. McRae and Busse had the opportunity to earn cash and equity payouts upon achievement by us of certain cumulative paid accounts and a blended 60% service gross margin thresholds over a five-year performance period beginning in September 2022 and ending in September 2027. We adopted this program – our first and only executive retention program – in consultation with our previous compensation consultants because we were facing extenuating circumstances. In particular, we were in the midst of a transformation into a services organization with recurring revenue and KPIs driven by a subscription model. We were also cash-constrained and looked to equity awards as a primary component of the retention plan to maintain our liquidity position. At the time, retention of our C-suite was critical as two chief financial officers, a chief information officer and other key executives had already left, making us even more dependent on our chief executive officer and general counsel. In May 2025, upon the achievement of the last tranche for the 5 million cumulative paid accounts target, all accounting charges have been recognized and all awards have fully vested. No awards have been granted since November 2024 under the 2022 Retention Program, and no further awards will be granted under it. Additionally, as part of response that we received from our outreach to the investment community, the Compensation and Human Capital Committee has committed to not using off-cycle equity awards for the foreseeable future.
Other Compensation Policies and Practices
401(k) Plan We currently maintain a defined contribution employee retirement plan (“401(k) plan”) for our employees. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code. The plan permits us to make discretionary contributions, including matching contributions and discretionary profit-sharing contributions. In fiscal year 2025, we matched 50% of the contributions for employees who remain active through the end of the fiscal year, up to a maximum of $4,000. The 401(k) plan currently does not offer the ability to invest in our securities. Tax and Accounting Considerations As a general matter, the Compensation and Human Capital Committee reviews and considers various tax and accounting implications of compensation programs we utilize. Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible for federal income tax purposes. The Compensation and Human Capital Committee looks at a variety of factors in making its decisions and retains the flexibility to provide compensation for named executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible due to the deduction limit under Section 162(m). We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options and restricted stock units and performance-vesting restricted stock units under our equity incentive award plans are accounted for under ASC Topic 718. The Compensation and Human Capital Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives. Hedging and Pledging of Securities As part of our Insider Trading Compliance Program (“Insider Trading Policy”), we require that our executive officers, directors and certain designated employees limit their transactions in our stock to defined time periods, subject to certain exceptions. We also require that executive officers, directors and certain designated employees notify, and receive approval from, a Company clearing officer prior to engaging in transactions in our stock and observe other restrictions designed to minimize the risk of apparent or actual insider trading. These restrictions apply to any entities or family members whose trading activities are controlled or influenced by such executive officer, director or employee. Further, our Insider Trading Policy prohibits our directors and employees, including our executive officers, from engaging in short sales, transactions in put or call options, hedging of stock ownership positions, pledging Company stock as collateral for a loan, or other inherently speculative transactions with respect to our stock at any time. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information While we have granted stock options to employees in the past, including to some of our named executive officers, we do not currently (and in 2025 did not) grant stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation and Human Capital Committee generally does not take material nonpublic information into account when determining the timing of equity awards and it does not seek to time the award of equity awards in relation to our public disclosure of material nonpublic information. We have not timed the release of material nonpublic information for the purpose of affecting the value of executive compensation.
Executive Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Matthew McRae Chief Executive Officer | 2025 | $790,000 | $5,590,000(2) | $963,800(3) | $14,602(4) | $7,358,402 | | | 2024 | $790,000 | $19,910,096 | $2,560,900 | $7,300 | $23,268,296 | | | 2023 | $790,000 | $6,550,000 | $2,553,000 | $18,634 | $9,911,634 | | Kurtis Binder Chief Financial Officer and Chief Operating Officer | 2025 | $500,000 | $3,354,000(2) | $427,000(3) | $4,102 | $4,285,102 | | | 2024 | $500,000 | $9,120,000 | $248,500 | $4,000 | $9,872,500 | | | 2023 | $500,000 | $— | $245,000 | $3,184 | $748,184 | | Brian Busse General Counsel | 2025 | $410,000 | $1,677,000(2) | $250,100(3) | $4,102 | $2,341,202 | | | 2024 | $410,000 | $2,568,783 | $345,550 | $4,000 | $3,328,333 | | | 2023 | $390,000 | $1,259,500 | $336,500 | $1,184 | $1,987,184 |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused vacation, as applicable. Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control Upon a termination without cause or resignation with good reason that occurs during the one month prior to or 12 months following a change in control, Messrs. McRae, Binder, and Busse would be entitled to (1) lump-sum cash severance equal to a multiple (2 times for Mr. McRae and 1 times for Messrs. Binder and Busse) of the sum of the executive officer’s annual base salary and target annual bonus, (2) a number of months (24 for Mr. McRae and 12 for Messrs. Binder and Busse) of premium payments for health benefits continuation and (3) vesting of all outstanding, unvested time-based equity awards and all of the then-unvested CPS PSUs and ARR/CPS PSUs. The above severance payments are conditioned upon the execution and non-revocation of a release of claims. The agreements do not provide for any excise tax gross ups. If the merger-related payments or benefits of Messrs. McRae, Binder, and Busse are subject to the excise tax under Section 4999 of the Code, then the executive officer will either receive all such payments and benefits subject to the excise tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after-tax outcome for the executive officer. Involuntary Termination Without Cause or Resignation for Good Reason without a Change in Control Upon a termination without cause or resignation with good reason that does not occur during the period beginning one month prior to, and ending 12 months following a change in control, Messrs. McRae, Binder, and Busse are each entitled to (1) cash severance equal to the named executive officer’s annual base salary and, for Mr. McRae, an additional amount equal to his target annual bonus, (2) 12 months of premiums for health benefits continuation and (3) accelerated vesting of any unvested equity awards that would have vested during the 12 months following the termination date for Messrs. McRae, Binder, and Busse (or, with respect to the CPS PSUs and the CPS/ARR PSUs, vesting into the next tranche of such CPS PSUs and ARR/CPS PSUs). The aforementioned payments and accelerations are subject to satisfaction of certain conditions by a participant, including the execution and non-revocation of a release of claims.
Potential Payments Upon Termination or Change of Control
| 48 | |
Potential Payments Upon Termination or Change of Control
The following table shows the potential payments upon termination of employment or a change in control for the named executive officers. The table assumes that the triggering event took place on December 31, 2025. The closing market price of a share of our common stock on December 31, 2025 (the last trading day of 2025) was $13.99.
Potential Payments Upon Termination or Change of Control
| Name | Benefit | Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ($) | Involuntary Termination Without Cause Not in Connection with a Change in Control ($) | | Matthew McRae | Severance Payments | $3,160,000 | $1,580,000 | | | Vesting Acceleration | 16,781,579 | 10,588,080 | | | COBRA Payments | 73,123 | 36,561 | | | Total | $20,014,702 | $12,204,641 | | Kurtis Binder | Severance Payments | $850,000 | $500,000 | | | Vesting Acceleration | 13,057,343 | 8,160,843 | | | COBRA Payments | 36,561 | 36,561 | | | Total | $13,943,904 | $8,697,404 | | Brian Busse | Severance Payments | $615,000 | $410,000 | | | Vesting Acceleration | 4,434,033 | 2,597,845 | | | COBRA Payments | 36,216 | 36,216 | | | Total | $5,085,249 | $3,044,061 |
Potential Payments Upon Termination or Change of Control
| | Arlo Technologies, Inc. Notice of 2026 Annual Meeting and Proxy Statement 49 |
CEO Pay Ratio
CEO Pay Ratio Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K, we are required to provide the ratio of the annual total compensation of our CEO, Mr. McRae, to the median annual total compensation of all of our employees (except our CEO). For 2025, the median of the annual total compensation of all of our employees (other than our CEO) was $286,083, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The annual total compensation of our CEO, Mr. McRae, as reported in the Summary Compensation Table was $7,358,402. Accordingly, for 2025, the ratio of the compensation of our CEO to the compensation for our median employee was estimated to be 26:1. We used the following methodology to identify the median employee:
CEO Pay Ratio
| • | We included all worldwide full-time employees other than our CEO as of December 31, 2025. |
CEO Pay Ratio
| • | We annualized the compensation of all new full-time employees who were hired between January 1 and December 31, 2025 to reflect their estimated compensation over the entire year. |
CEO Pay Ratio
| • | We used actual salary paid, actual bonus, and the value of equity awards granted in 2025 as our consistently applied compensation measure. |
CEO Pay Ratio
| • | We applied an exchange rate as of December 31, 2025 to convert all international currencies into U.S. dollars. |
CEO Pay Ratio
We believe our CEO pay ratio presented above is a reasonable estimate. The SEC’s 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 employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO Pay Ratio
| 50 | |
Pay Versus Performance
Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation and Human Capital Committee view the link between the Company’s performance and named executive officer pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the Compensation Discussion and Analysis. Required Tabular Disclosure of Pay Versus Performance The following table reports the compensation of our principal executive officer (“PEO”) and the average compensation of the other named executive officers (“NEO”) as disclosed in the Summary Compensation Table (“SCT”) for the past four fiscal years, as well as their “compensation actually paid,” as defined and calculated pursuant to Item 402(v) of Regulation S-K, and certain performance measures required by the rules. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, net income (loss), and adjusted EBITDA. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.
Pay Versus Performance
| | | | | | Value of initial fixed $100 investment based on: | | | | | Year(1) | Summary compensation table total for PEO | Compensation actually paid to PEO(2) | Average SCT total for Non-PEO NEOs | Average compensation actually paid to Non-PEO NEOs(2) | Arlo TSR(3) | Peer group TSR(3) | Net income (loss) (in thousands) | Adjusted EBITDA (in thousands)(4) | | 2025 | $7,358,402 | $20,816,002 | $3,313,152 | $6,049,638 | $179.59 | $138.92 | $14,926 | $74,749 | | 2024 | $23,268,296 | $41,102,735 | $6,600,417 | $11,016,997 | $143.65 | $116.91 | $(30,504) | $40,321 | | 2023 | $9,911,634 | $36,543,991 | $1,367,684 | $8,011,446 | $122.21 | $118.16 | $(22,036) | $29,013 | | 2022 | $15,405,950 | $(4,020,347) | $4,282,541 | $(18,473) | $45.06 | $97.95 | $(56,626) | $(1,296) | | 2021 | $10,458,023 | $17,399,037 | $1,691,808 | $2,843,554 | $134.66 | $126.53 | $(56,029) | $(5,251) |
Pay Versus Performance
| (1) Mr. McRae served as our PEO for 2025, 2024, 2023, 2022, and 2021. The non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, 2024 and 2023, Kurtis Binder and Brian Busse; (ii) for 2022, Kurtis Binder, Brian Busse and Gordon Mattingly; and (iii) for 2021, Brian Busse and Gordon Mattingly. |
Pay Versus Performance
| (2) Represents compensation actually paid to Mr. McRae and the average amount paid to our non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McRae’s total compensation and average total reported compensation for our non-PEO NEOs as a group for 2025 as reported in the Summary Compensation Table to determine the CAP. The following table reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. We use the closing price on the applicable date as a basis for fair value. Fair values for certain PSU award are measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718), and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
Pay Versus Performance
| Year and position | Summary compensation table total | Less: Grant date fair value of equity awards reported in the summary compensation table | Plus: Fair value of equity awards granted during the year that remain unvested as of year end | Plus: Fair value of equity awards granted during the year that vested during the year | Plus: Change in fair value of prior years’ equity awards that outstanding and unvested as of year end | Plus: Change in fair value of prior years’ equity awards vested during the year | Less: Fair value of prior years’ equity awards that failed to meet vesting conditions | Compensation actually paid | | PEO | | | | | | | | | | 2025 | $7,358,402 | $5,590,000 | $6,995,000 | $2,735,020 | $574,389 | $8,743,191 | $— | $20,816,002 | | Average Non-PEO Named Executive Officers | | | | | | | | | | 2025 | $3,313,152 | $2,515,500 | $3,147,750 | $1,246,166 | $201,758 | $656,312 | $— | $6,049,638 |
Pay Versus Performance
| (3) Arlo TSR is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31, 2025, respectively, calculated in accordance with Item 201(e) of Regulation S-K. Peer Group TSR is calculated based on the S&P 600 Information Technology Index, which is used for purposes of Item 201(e) of Regulation S-K. |
Pay Versus Performance
| (4) As required by Item 402(v) of Regulation S-K, we have determined adjusted EBITDA as the company selected measure starting with 2025. Refer to Annex A of this Proxy Statement for reconciliations of non-GAAP financial measures. |
Pay Versus Performance
| | Arlo Technologies, Inc. Notice of 2026 Annual Meeting and Proxy Statement 51 |
Pay Versus Performance
Required Tabular Disclosure of Most Important Financial Performance Measures Listed below are the financial measures that in our assessment represent the most important performance measures we use to link CAP for the last fiscal year to company performance:
Pay Versus Performance
| • | Adjusted EBITDA |
Pay Versus Performance
| • | Cumulative paid accounts |
Pay Versus Performance
| • | Annual recurring revenue |
Pay Versus Performance
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company TSR and that of the S&P 600 IT Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable years. Our management team’s successful execution of Arlo’s transformation strategy resulted in Arlo developing a reputation for operational excellence and financial discipline. Consistently meeting and exceeding our operational targets generated a significant boost to Arlo’s financial outlook and resulted in TSR of nearly 300% since December 2022, which outperformed Arlo’s peer group and the S&P 600 IT Index.
Pay Versus Performance
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Pay Versus Performance
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Pay Versus Performance
| | Arlo Technologies, Inc. Notice of 2026 Annual Meeting and Proxy Statement 53 |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Business Experience: Grady K. Summers has served as a member of our Board since 2018. Prior to joining the Arlo Board, Mr. Summers served on the board of directors of NETGEAR from 2016 to 2018. Mr. Summers currently serves as the CEO of Netwrix, a leading provider of data security solutions. Mr. Summers has held various executive positions at SailPoint, FireEye, Mandiant, and Ernst & Young. He also held various technology and cybersecurity roles at General Electric, including Chief Information Security Officer. Mr. Summers holds an MBA from Columbia University and a B.S. in computer systems from Grove City College in Pennsylvania. Qualifications: Mr. Summers provides Arlo with technology perspectives, strategic insight and cybersecurity oversight. The Nominating and Corporate Governance Committee believes that Mr. Summers’ experience reviewing, leading, designing and implementing cybersecurity programs and his expertise in addressing the security and privacy challenges that Arlo faces in today’s connected world qualifies him to serve as a member of our Board. | | Grady K. Summers | | | Age 49 Director since 2018 Board Committees: Cybersecurity and Privacy (Chair), Compensation and Human Capital Other Current Public Company Boards: None | |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Business Experience: Prashant (Sean) Aggarwal has served as a member of our board of directors since 2018. Since 2022, Mr. Aggarwal has served as Co-Founder and Chairman of Borderless AI, an artificial intelligence-powered human resource management platform. Since 2016, Mr. Aggarwal has served as the Chief Executive Officer of Soar Capital, LLC, where he focuses on investments in early-stage technology companies. Previously, Mr. Aggarwal served as the Chief Financial Officer at Trulia, Inc., Vice President of Finance at PayPal, Inc., and at eBay Inc. in various finance roles, including as Vice President of Finance. Prior to eBay, Mr. Aggarwal served as Director of Finance at Amazon.com, Inc. Mr. Aggarwal started his career in investment banking with Merrill Lynch, Pierce, Fenner & Smith Incorporated. Mr. Aggarwal also currently serves on the board of directors of Lyft, Inc. He previously served on the board of directors of Sonder Holdings Inc., a hospitality company, from October 2022 to September 2025. Mr. Aggarwal received a Master of Management from Northwestern University - Kellogg School of Management. Qualifications: Mr. Aggarwal has significant operational and finance experience as an executive and board member of technology companies. He has led organizations through periods of rapid top-line growth and expansion into international markets. The Nominating and Corporate Governance Committee believes that Mr. Aggarwal’s deep understanding of finance, financial reporting, strategy, operations and risk management qualifies him to serve as a member of our Board. | | Prashant (Sean) Aggarwal | | | Age 60 Director since 2018 Board Committees: Nominating and Corporate Governance, Compensation and Human Capital, Audit Other Current Public Company Boards: Lyft, Inc. | |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Arlo Technologies, Inc. Notice of 2026 Annual Meeting and Proxy Statement 57 |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Business Experience: Amy Rothstein has served as a member of our Board since 2019. From 2019 through January 2026, Ms. Rothstein served as the Chief Legal Officer and Head of Corporate Development at Nexxen (formerly Tremor International Ltd.), a leading provider of digital video brand advertising solutions using data to deliver outcomes, where she was responsible for managing global legal affairs and driving operational and strategic goals. Ms. Rothstein also previously served as Chief Operating Officer of Nexxen. Ms. Rothstein joined Nexxen through its acquisition of RhythmOne Plc in 2019, at which time Ms. Rothstein served as Executive Vice President, Chief Legal Officer and Chief Operating Officer of RhythmOne. Ms. Rothstein joined RhythmOne through its acquisition of YuMe Inc., where since 2013, she served as Deputy General Counsel and then General Counsel. Prior to joining YuMe, Ms. Rothstein served as Director of Mergers and Acquisitions for North America at Hewlett Packard Inc. She has also held associate attorney positions in the Private Equity and Corporate groups of Weil, Gotshal and Manges LLP and Cooley LLP. Ms. Rothstein has received an LLM in Business and Corporate Law from University of San Diego School of Law, a JD from Creighton University School of Law, and a Bachelors Degree in Political Science from University of Nebraska. Qualifications: Ms. Rothstein has significant legal and operational experience as an executive in technology and advertising companies. The Nominating and Corporate Governance Committee believes that Ms. Rothstein’s extensive experience evaluating and executing complex strategic transactions including capital allocations, mergers and acquisitions and advising public company technology boards qualifies her to serve as a member of our Board. | | Amy Rothstein | | | Age 51 Director since 2019 Board Committees: Audit, Nominating and Corporate Governance, Cybersecurity and Privacy, Strategic and Capital Allocation Other Current Public Company Boards: None | |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NAMED NOMINEES |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
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Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Deloitte has been engaged as our independent registered public accounting firm effective April 13, 2024 and served as our independent registered public accounting firm for the fiscal year ended December 31, 2025. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.