DEF 14A of Dolby Laboratories, Inc., Dec 22, 2023

DEF 14A of Dolby Laboratories, Inc.

Filed Dec 22, 2023 · FY20230001193125-23-301817

Open on EDGAR

  1. Director Nominees

    Director Nominees The nominees for election to our Board at the 2024 Annual Meeting are listed below, along with their current committee assignments and certain biographical information about them as of December 8, 2023, the record date for the Annual Meeting. Micheline Chau, who has served on our Board since 2013, will retire from our Board when her current term expires on the date of the Annual Meeting and therefore is not standing for reelection. We wish to thank Ms. Chau for her decade of service and contributions to the company and its stockholders, and we wish her well in her retirement. The Board will appoint an additional member to serve on the Audit Committee effective on the date of the Annual Meeting.

  2. Director Nominees

    | | | | | | Committee Memberships | | | | | | Name | Age | Director Since | Principal Occupation | Indep. | AC | CC | NGC | SPC | TSC | | Kevin Yeaman | 57 | 2009 | President and CEO | No | | | | | | | Peter Gotcher | 64 | 2003 | Chair of the Board | Yes | | | | | | | David Dolby | 46 | 2011 | Chief Executive Officer, Dolby Family Ventures | No | | | | | | | Tony Prophet | 64 | 2021 | Director | Yes | | | | | | | Emily Rollins | 53 | 2021 | Director | Yes | | | | | | | Simon Segars | 56 | 2015 | Director | Yes | | | | | | | Anjali Sud | 40 | 2019 | CEO, Tubi, Inc. | Yes | | | | | | | Avadis Tevanian, Jr. | 62 | 2009 | Managing Director, NextEquity Partners | Yes | | | | | |

  3. Director Nominees

    AC = Audit Committee, CC = Compensation Committee, NGC = Nominating and Governance Committee, SPC = Stock Plan Committee, TSC = Technology Strategy Committee

  4. Director Nominees

    | = Chair | = Member |

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  6. Nominees

    Nominees Our Board currently consists of nine members. Our Bylaws permit our Board to establish by resolution the authorized number of directors, and nine directors are currently authorized. Ms. Chau, who has served on our Board since 2013, will retire from our Board when her current term expires on the date of the Annual Meeting and therefore is not standing for reelection at the Annual Meeting. We wish to thank Ms. Chau for her decade of service and contributions to the company and its stockholders, and we wish her well in her retirement. At that time, the authorized number of directors will be reduced to eight. Our Board proposes the election of eight directors, each to serve until the next Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. All incumbent directors except Ms. Chau are nominees for re-election to our Board. All of the nominees have been recommended for nomination by the Nominating and Governance Committee, and all of them are currently serving as directors. All nominees were elected by the stockholders at last year’s annual meeting. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unavailable to serve. If any nominee is unable or declines to serve as director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominee designated by our Board to fill the vacancy. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the nominees named below.

  7. Information Regarding the Director Nominees and our Director Emeritus

    Information Regarding the Director Nominees and our Director Emeritus Director Nominees Names of the nominees, along with their current committee assignments, and certain biographical information about them as of December 8, 2023, the record date for the Annual Meeting, are set forth below:

  8. Information Regarding the Director Nominees and our Director Emeritus

    | Name | Age | Position with the Company | Director Since | | Kevin Yeaman(1) | 57 | President, Chief Executive Officer and Director | 2009 | | Peter Gotcher(2) | 64 | Chair of the Board of Directors | 2003 | | David Dolby(3) | 46 | Director | 2011 | | Tony Prophet(2)(4) | 64 | Director | 2021 | | Emily Rollins(5) | 53 | Director | 2021 | | Simon Segars(2)(5) | 56 | Director | 2015 | | Anjali Sud(4) | 40 | Director | 2019 | | Avadis Tevanian, Jr.(1)(2)(3)(4) | 62 | Director | 2009 |

  9. Information Regarding the Director Nominees and our Director Emeritus

    | (1) Member of the Stock Plan Committee |

  10. Information Regarding the Director Nominees and our Director Emeritus

    | (2) Member of the Nominating and Governance Committee |

  11. Information Regarding the Director Nominees and our Director Emeritus

    | (3) Member of the Technology Strategy Committee |

  12. Information Regarding the Director Nominees and our Director Emeritus

    | (4) Member of the Compensation Committee |

  13. Information Regarding the Director Nominees and our Director Emeritus

    | (5) Member of the Audit Committee |

  14. Information Regarding the Director Nominees and our Director Emeritus

    Kevin Yeaman became our President and CEO in March 2009 and has been a member of our Board since he assumed the role of CEO. He joined Dolby as Chief Financial Officer and Vice President in October 2005, was appointed Senior Vice President in November 2006 and Executive Vice President in July 2007. As Chief Financial Officer, Mr. Yeaman led the company’s global finance organization and, among other things, developed infrastructure to support growth and expansion. Prior to joining Dolby, he worked for seven years at Epiphany, Inc., a publicly traded enterprise software company, most recently as Chief Financial Officer from August 1999 to October 2005. Previously, Mr. Yeaman also served as Worldwide Vice President of Field Finance Operations for Informix Software, Inc., a provider of relational database software, from February 1998 to August 1998. From September 1988 to February 1998, Mr. Yeaman served in Silicon Valley and London in various positions at KPMG LLP, an accounting firm. Mr. Yeaman was inducted as a member of the Academy of Motion Picture Arts and Sciences in 2014. He also sits on the Board of Trustees of the Academy Museum Foundation and participates on industry and education boards. He holds a B.S. degree in commerce from Santa Clara University. As Dolby’s Chief Executive Officer and former Chief Financial Officer, Mr. Yeaman has extensive experience in Dolby’s markets and brings to our Board a deep understanding of Dolby, its strategy, finances, and operations. Peter Gotcher has served as a director since June 2003 and as Chair of the Board of Directors since March 2011. Mr. Gotcher served as Executive Chair of the Board of Directors from March 2009 to March 2011. Mr. Gotcher is an independent investor. Mr. Gotcher was a venture partner with Redpoint Ventures, a private investment firm, from September 1999 to January 2003. Prior to joining Redpoint Ventures, Mr. Gotcher was a venture partner with Institutional Venture Partners, a private investment firm, from 1997 to September 1999. Prior to joining Institutional Venture Partners, Mr. Gotcher founded and served as the President, Chief Executive Officer and Chair of the Board of Digidesign from 1984 to 1995. Digidesign was acquired by Avid Technology, a media software company, in 1995 and Mr. Gotcher served as the General Manager of Digidesign and Executive Vice President of Avid Technology from January 1995 to May 1996. Mr. Gotcher has served on the board of directors of GoPro, Inc. since June 2014, and served on the board of directors of Pandora Media, Inc. from September 2005 to May 2017. Mr. Gotcher also serves on the boards of directors of several private companies. Mr. Gotcher holds a B.A. degree in English literature from the University of California at Berkeley. As the founder, former Chief Executive Officer and Chair of Digidesign and a former venture capitalist, Mr. Gotcher has a broad understanding of the operational, financial and strategic issues facing public companies. In addition, his service on other boards and committees, including as a member of the Audit Committee and Compensation and Leadership Committee of GoPro, Inc., as a former member of the Compensation Committee and member and chair of the Nominating and Corporate Governance Committee of Pandora Media, Inc., and his extensive experience in Dolby’s markets, provide valuable perspective for our Board and give him significant operating experience, as well as financial, accounting and corporate governance experience. David Dolby has served as a director since February 2011. Mr. Dolby is founder and Chief Executive Officer of Dolby Family Ventures, an early-stage venture firm unrelated to Dolby Laboratories that launched in June 2014 to invest in companies and technologies with the potential for significant social impact. Previously, Mr. Dolby served as a consultant to our Board on technology strategy matters from February 2011 to February 2015. Mr. Dolby also served as Manager, Strategic Partnerships of Dolby Laboratories from May 2008 to February 2011. In this role, Mr. Dolby was responsible for managing the company’s strategic partnerships and technology standards for internet media encoding, delivery and playback. He represented the company in technical and business working groups at a variety of international standards groups, including Universal Serial Bus, Digital Living Network Alliance, Digital Entertainment Content Ecosystem Ultraviolet, and Blu-ray Disc Association. Mr. Dolby has attended industry events with the company for a significant number of years, including Audio Engineering Society, National Association of Broadcasters, International Consumer Electronics Show, ShoWest, Cine Expo International, IFA, and Custom Electronic Design and Installation Association. From 2006 to 2008, Mr. Dolby was a self-employed entrepreneur and investor. Mr. Dolby attended Stanford Business School between 2004 and 2006. During that time, he served as product manager at Kaleidescape, Inc., a Silicon Valley technology firm focused on high-performance music and movie server systems. From 2003 to 2006, he owned and operated Charter Flight LLC, a private aircraft leasing business. In addition, during 2004, Mr. Dolby was an investment banking analyst focused on technology at Perseus Group (subsequently known as GCA Savvian Corporation and then GCA Corporation until its acquisition by Houlihan Lokey in October 2021). From 2000 to 2002, Mr. Dolby was an employee of NetVMG, a company developing route control software for optimizing multi-homed IP network routing. Before joining NetVMG, Mr. Dolby worked for engineering firms Bechtel and Poe & Associates. From November 2013 to January 2023, Mr. Dolby served on the board of directors of Cogstate Limited, a cognitive assessment and training company focused on the development and commercialization of computerized tests of cognition. Mr. Dolby served on Cogstate’s Remuneration and Nomination Committee. Mr. Dolby currently serves on the governing boards of various not-for-profit entities, including the Boards of Trustees of the Salk Institute for Biological Sciences and the Academy Museum of Motion Pictures. He is also a member of the Academy of Motion Picture Arts and Sciences. Mr. Dolby received a B.S.E. in Civil Engineering from Duke University and an M.B.A. from the Stanford Graduate School of Business. Mr. Dolby brings experience to our Board in home theater system technology and software technology productization, and offers a long-term perspective on the growth of the company and its commitment to excellence in audio and video.

  15. Information Regarding the Director Nominees and our Director Emeritus

    Tony Prophet has served as a director since December 2021. Mr. Prophet was formerly the Chief Equality and Recruiting Officer at salesforce.com, inc. (“Salesforce”), which he joined in September 2016 until July 2021. Before Salesforce, Mr. Prophet served as Corporate Vice President, Education Marketing, of Microsoft Corporation, from June 2015 to September 2016, as Corporate Vice President, Windows and Search Marketing, from February 2015 to June 2015, and as Corporate Vice President, Windows Marketing, from May 2014 to February 2015. Prior to Microsoft, Mr. Prophet held leadership roles at HP Inc. from 2006 to 2014, including leading worldwide PC and printing operations. Before that, Mr. Prophet served in positions of increasing responsibility at multiple organizations, including leading worldwide operations for the Carrier Business unit of United Technologies and rising to Partner at Booz Allen Hamilton. In addition to his operating roles, Mr. Prophet served on the board of directors of Gannett Co., Inc., a subscription-led and digitally focused media and marketing solutions company, from 2013 to May 2019. Mr. Prophet is also a Board Advisor to Aviso AI, a provider of a predictive revenue intelligence platform, since September 2021. He holds a BS in industrial engineering from General Motors Institute (now Kettering University) and an MBA from the Stanford Graduate School of Business. As a long-time, accomplished technology business executive, Mr. Prophet brings to our Board substantial leadership experience in industrial, consumer electronic, hardware, and software spaces. Emily Rollins has served as a director since February 2021. She served in various positions at Deloitte & Touche LLP from 1992 to 2020, including as an Audit and Assurance Partner from 2006 until her retirement in September 2020. At Deloitte, Ms. Rollins served technology and media companies and guided hundreds of clients through complex audit and reporting processes. Ms. Rollins also served in positions of increasing responsibility, including leadership roles in Deloitte’s US Technology, Media, and Telecommunications industry group, Audit Innovation and Transformation, and Diversity and Inclusion. She led firmwide initiatives to recruit, develop, and retain women and diverse professionals as well as transform and modernize Deloitte’s audit platform. Ms. Rollins has served on the board of directors of Xometry, Inc., an AI-enabled marketplace for on-demand manufacturing enabling buyers to efficiently source on-demand manufactured parts and assemblies, since March 2021 and serves as chair of Xometry’s Audit Committee. She also has served on the board of directors of Science 37 Holdings, Inc., a research company that specializes in decentralized clinical trials to enable universal access to clinical research, since October 2021 and is chair of Science 37’s Audit Committee. Ms. Rollins also serves on the boards of three private technology companies and several non-profit entities and associations. Ms. Rollins is a Certified Public Accountant and holds a B.A. degree in Accounting and International Relations from Claremont McKenna College. After nearly 30 years in public accounting, Ms. Rollins brings to our Board considerable experience as an advisor to boards and executive teams and extensive financial and public accounting expertise as an audit expert in the technology and media spaces. Simon Segars has served as a director since February 2015. From 1991 to 2022, Mr. Segars worked for Arm Ltd (known as Arm Holdings Plc prior to 2017), a designer and provider of microprocessors, software development tools and related technologies that was publicly held until its acquisition by SoftBank Group Corp. in September 2016. Mr. Segars served as Arm’s Chief Executive Officer from July 2013, and as a member of its board of directors from 2005, to February 2022, respectively. Mr. Segars also served as a member of SoftBank Group Corp.’s board of directors from June 2017 to June 2021. He served as President of Arm in 2013 before being promoted to Chief Executive Officer. Mr. Segars held the position of Executive Vice President and General Manager, Physical IP Division, from 2007 to 2012. Prior senior roles at Arm include Executive Vice President, Engineering; Executive Vice President, Worldwide Sales; and Executive Vice President, Business Development. Mr. Segars worked on many of the early Arm CPU products and led the development of the ARM7 and ARM9 Thumb® families. He holds a number of patents in the field of embedded CPU architectures. Mr. Segars received his Bachelors in Electronic Engineering from the University of Sussex, and obtained a Masters of Computer Science from the University of Manchester. In recognition of his extraordinary lifetime accomplishments and his impact on the global technology industry, Mr. Segars was conferred an Honorary Doctor of Science from the University of Sussex in 2019. Mr. Segars has served on the board of directors of Vodafone Group Plc, a multinational telecommunications company, since July 2022, where he serves as a member of the ESG Committee, and has served as chair of the Technology Committee since July 2023. Mr. Segars also serves on the boards of directors of Edge Impulse, a development platform for machine learning on edge devices, and TechWorks, a UK industry association. As chair of Vodafone’s Technology Committee and a trained and former engineer, Mr. Segars has extensive experience in technology strategy and the technological elements of Dolby’s business operations. In addition, with his significant experience as an executive officer of Arm, and his service on the boards of both public and private companies, Mr. Segars brings to our Board a valuable understanding of the operational and strategic issues facing companies. Further, as a member of Vodafone’s ESG Committee, Mr. Segars enhances our Board’s capabilities in sustainability and sustainable business practices. Anjali Sud has served as a director since May 2019. Ms. Sud has served as the Chief Executive Officer of Tubi, Inc., a subsidiary of the Fox Corporation that provides free ad-supported TV streaming service in the United States, since September 2023. Before Tubi, from July 2017 to August 2023, Ms. Sud served as the Chief Executive Officer of Vimeo, Inc., a provider of cloud-based software tools that enable creative professionals, marketers and enterprises to stream, host, distribute and monetize videos online and across devices. She also served on Vimeo’s board of directors from May 2021 to August 2023. Prior to that, Ms. Sud held various positions at Vimeo since July 2014, before being promoted to CEO in July 2017. Before Vimeo, Ms. Sud served in various positions at Amazon.com, Inc. from 2010 to 2014, most recently as Director of Marketing. Ms. Sud holds a B.S. degree from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School. As the Chief Executive Officer of Tubi and having served in executive positions in other technology and media companies, Ms. Sud brings extensive knowledge of the technology industry and operational experience to the boardroom, including an understanding of the operational, financial and strategic issues facing audio-visual content creators and streaming service providers. In addition, through her prior role as Director of Marketing at Amazon, Ms. Sud brings valuable business and marketing insight and experience to our Board.

  16. Information Regarding the Director Nominees and our Director Emeritus

    Avadis Tevanian, Jr. has served as a director since February 2009. Dr. Tevanian serves as a Managing Director of NextEquity Partners, a firm he co-founded in July 2015, making venture capital investments. Previously, Dr. Tevanian served as the Software Chief Technology Officer of Apple Inc. from 2003 to 2006. As Software CTO, Dr. Tevanian focused on setting the company-wide software technology direction for Apple. Prior to his tenure as Software CTO, Dr. Tevanian was Senior Vice President of Software at Apple, a role he took on when Apple acquired NeXT, Inc. in 1997. As Senior Vice President of Software, Dr. Tevanian led the software engineering team responsible for the creation of macOS and worked as part of Apple’s executive team. Before joining Apple, he was Vice President of Engineering at NeXT, Inc. and was responsible for managing NeXT’s engineering department. Dr. Tevanian started his professional career at Carnegie Mellon University, where he was a principal designer and engineer of the Mach operating system upon which Nextstep, and now macOS and iOS, are based. Dr. Tevanian previously served on the board of directors of Tellme Networks, Inc., an internet telecom company, from May 2006 until the company was acquired by Microsoft in March 2007. He holds a B.A. degree in mathematics from the University of Rochester and M.S. and Ph.D. degrees in computer science from Carnegie Mellon University. With more than 30 years of operational and software expertise, including as Apple’s Chief Software Technology Officer, Dr. Tevanian brings to our Board extensive experience in consumer technology businesses and a deep understanding of the operational and strategic issues facing companies. There are no family relationships among any of our directors and executive officers. See “Corporate Governance Matters” and “Compensation of Directors” for additional information regarding our Board. Our Board of Directors recommends a vote “FOR” the election of each of the nominees set forth above. Director Emeritus N. William Jasper, Jr. served as a director from June 2003 until his retirement from our Board in February 2021, at which time he received the honorary title of Director Emeritus, in an uncompensated, non-voting capacity. Mr. Jasper joined Dolby in February 1979 as Chief Financial Officer and retired as President and Chief Executive Officer in March 2009. He served in a variety of positions prior to becoming President in May 1983, including as our Vice President, Finance and Administration and as our Executive Vice President. Mr. Jasper is an at-large member of the Academy of Motion Picture Arts and Sciences. He holds a B.S. degree in industrial engineering from Stanford University and an M.B.A. from the University of California at Berkeley.

  17. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The following table provides information concerning the compensation paid by us to each of our non-employee directors for fiscal 2023. Our CEO did not receive additional compensation for his service as a director, and his compensation as an employee is presented in the Fiscal 2023 Summary Compensation Table.

  18. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Micheline Chau | 73,000 | 275,480 | — | — | 348,480 | | David Dolby | 55,000 | 275,480 | — | — | 330,480 | | Peter Gotcher | 140,000 | 275,480 | — | — | 415,480 | | Tony Prophet(3) | 63,456 | 275,480 | — | — | 338,936 | | Emily Rollins | 80,000 | 275,480 | — | — | 355,480 | | Simon Segars | 70,000 | 275,480 | — | — | 345,480 | | Roger Siboni(4) | 26,071 | — | — | — | 26,071 | | Anjali Sud | 60,000 | 275,480 | — | — | 335,480 | | Avadis Tevanian, Jr. | 92,000 | 275,480 | — | — | 367,480 |

  19. COMPENSATION OF DIRECTORS

    | (1) Consists of Board and committee annual retainers and, if applicable, Board chair retainer and committee chair retainers. |

  20. COMPENSATION OF DIRECTORS

    | (2) Stock Awards consist solely of restricted stock unit awards for shares of our Class A Common Stock. The amounts reported reflect the grant date fair value of each equity award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), excluding estimated forfeitures. See Note 9 to our consolidated financial statements in our 2023 Annual Report on Form 10-K for more information. The amounts reported do not reflect the compensation actually realized by our non-employee directors. There can be no assurance that the restricted stock unit awards will vest (in which case no value will be realized by the individual) or that the value on vesting will approximate the compensation expense recognized by us. |

  21. COMPENSATION OF DIRECTORS

    | (3) Mr. Prophet joined the Compensation Committee in the second quarter of fiscal 2023, and his annual retainer for Compensation Committee service reflects a partial year of service. |

  22. COMPENSATION OF DIRECTORS

    | (4) Mr. Siboni retired from our Board when his term expired on February 7, 2023, the date of the 2023 Annual Meeting. His compensation reflects a partial year of service. |

  23. COMPENSATION OF DIRECTORS

    In fiscal 2023, our non-employee directors received the following restricted stock unit awards (which are also reflected in the table above):

  24. COMPENSATION OF DIRECTORS

    | Name | Grant Date | Approval Date | Number of Securities Subject to Restricted Stock Unit Awards | Grant Date Fair Value ($) | | Micheline Chau | 2/7/2023 | 2/7/2023 | 3,296 | 275,480 | | David Dolby | 2/7/2023 | 2/7/2023 | 3,296 | 275,480 | | Peter Gotcher | 2/7/2023 | 2/7/2023 | 3,296 | 275,480 | | Tony Prophet | 2/7/2023 | 2/7/2023 | 3,296 | 275,480 | | Emily Rollins. | 2/7/2023 | 2/7/2023 | 3,296 | 275,480 | | Simon Segars | 2/7/2023 | 2/7/2023 | 3,296 | 275,480 | | Roger Siboni | — | — | — | — | | Anjali Sud | 2/7/2023 | 2/7/2023 | 3,296 | 275,480 | | Avadis Tevanian, Jr. | 2/7/2023 | 2/7/2023 | 3,296 | 275,480 |

  25. COMPENSATION OF DIRECTORS

    As of September 29, 2023, the aggregate number of shares of our Class A Common Stock subject to restricted stock unit awards held by each of our non-employee directors is listed in the table below. As of such date, no stock options to purchase shares of our Class A Common Stock were held by any of our non-employee directors.

  26. COMPENSATION OF DIRECTORS

    | Name | Aggregate Number of Shares of Class A Common Stock Subject to Outstanding Restricted Stock Unit Awards at Sep. 29, 2023 | | Micheline Chau | 3,296 | | David Dolby | 3,296 | | Peter Gotcher | 3,296 | | Tony Prophet | 3,296 | | Emily Rollins | 3,296 | | Simon Segars | 3,296 | | Anjali Sud | 3,296 | | Avadis Tevanian, Jr. | 3,296 |

  27. Standard Non-Employee Director Compensation Arrangements

    Standard Non-Employee Director Compensation Arrangements We offer a combination of cash and equity compensation to our non-employee directors, with the goal of attracting and retaining highly-qualified non-employee directors and director candidates to serve on our Board. The Nominating and Governance Committee is responsible for conducting periodic reviews of our non-employee director compensation and, if appropriate, recommending to our Board any changes in the type or amount of compensation so that our non-employee director compensation remains attractive and competitive. Cash Compensation During fiscal 2023, the annual cash retainers for serving as a non-employee director on our Board or committees of our Board were as follows:

  28. Standard Non-Employee Director Compensation Arrangements

    | Board/Committee | Member Annual Retainer | Chair Annual Retainer (in Addition to Member Annual Retainer) | | Board | $50,000 | $75,000 | | Audit | $13,000 | $17,000 | | Compensation | $10,000 | $15,000 | | Nominating and Governance | $7,000 | $8,000 | | Technology Strategy | $5,000 | $5,000 |

  29. Standard Non-Employee Director Compensation Arrangements

    Members of the Stock Plan Committee receive no annual cash retainer for serving on this committee. Equity Compensation The substantial majority of our outside director compensation is in the form of equity in order to align the interests of our non-employee directors with the interests of our stockholders. During fiscal 2023, a newly appointed non-employee director was eligible to receive an initial restricted stock unit award, and all incumbent/continuing non-employee directors were eligible to receive an annual ongoing restricted stock unit award, in each case covering that number of shares of our Class A Common Stock as determined by dividing $250,000 (pro-rated for complete months of service in the case of an initial restricted stock unit award for a newly-appointed director) by the average closing price of our Class A Common Stock for the 30 trading days ending on (and including) the trading day immediately preceding the grant date, rounded down to the nearest whole share. Both initial and ongoing restricted stock unit awards vest in full on the day preceding the date of the next Annual Meeting of Stockholders following the grant date of the award (or if earlier, the first anniversary of the award’s grant date), subject to continued service on our Board. All shares covered by initial or ongoing restricted stock unit awards will become fully vested immediately prior to a change in control of Dolby, so long as the director is then on our Board. Director Compensation Review The Nominating and Governance Committee reviews our non-employee director compensation on an annual basis, and if appropriate, recommends changes to our Board to further our goal of keeping non-employee director compensation attractive and competitive. For fiscal 2023, the Nominating and Governance Committee engaged Compensia, Inc. (“Compensia”), the Compensation Committee’s independent executive compensation consulting firm, for purposes of advising the Nominating and Governance Committee on its non-employee director compensation review. The Nominating and Governance Committee directed Compensia to evaluate our director compensation relative to director compensation at companies included in our compensation peer group that we used as a market check for our fiscal 2023 executive officer compensation, in light of our goal of attracting and retaining highly-qualified non-employee directors and director candidates. Following such review, Compensia concluded that our non-employee director compensation program remained aligned with peer practice, and the Nominating and Governance Committee concluded that no changes to director compensation were advisable for fiscal 2023. In addition to assisting the Nominating and Governance Committee on its non-employee director compensation review, Compensia has advised the Compensation Committee on executive officer and equity compensation. The Compensation Committee took into account the provision of these services and the compensation to Compensia for such services in determining that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee has not raised any conflict of interest, as described in “Compensation Discussion and Analysis—Roles of the Compensation Committee, Management and Compensation Consultant—Role of Compensation Consultant.” Other Arrangements We reimburse our non-employee directors for reasonable travel, lodging, and related expenses in connection with attendance at our Board and committee meetings and company-related activities. In addition, consistent with our Corporate Governance Guidelines, we encourage and support the activities of our directors in attending corporate governance and other professional development, continuing education and training programs designed for board members of publicly-held companies, and we reimburse our directors for reasonable expenses incurred in connection with these activities. Further, eligible non-employee directors may elect to participate in our company-wide healthcare program (which is a program generally applicable to all employees and that does not discriminate in scope, terms or operation, in favor of executive officers or directors), provided that they pay the premiums associated with their (and their eligible dependents’) healthcare coverage.

  30. Nominating and Governance Committee

    | • | Reviewing and making recommendations to our Board regarding director compensation. |

  31. Fiscal 2023 Executive Compensation Highlights

    | • | Annual Incentive Compensation. With respect to our annual incentive compensation plan for our executive officers, the 2023 Dolby Executive Bonus Plan (the “2023 Executive Bonus Plan”): |

  32. Fiscal 2023 Executive Compensation Highlights

    | • | The Committee approved annual incentive compensation targets for our NEOs under the 2023 Executive Bonus Plan—stated as a percentage of base salary for calendar 2023—at the same levels as in fiscal 2022 (100% for our CEO and 65% for each of our other NEOs). |

  33. Fiscal 2023 Executive Compensation Highlights

    | • | Annual incentive compensation payments for our NEOs under the 2023 Executive Bonus Plan were based on: (i) achieving (below which there would be no payments) a gating funding requirement of $292.5 million non-GAAP operating income and a threshold of $1,156.5 million revenue, and (ii) revenue performance against a target of $1,285.0 million, which results in 100% funding. To the extent revenue is between the threshold amount and a maximum of $1,413.5 million, the plan is funded between 50% and 150% of target. For purposes of the 2023 Executive Bonus Plan, we achieved adjusted non-GAAP operating income of $378.4 million and non-GAAP revenue of $1,280.7 million, resulting in the gating requirement being satisfied and a funding level of 98% of target. A reconciliation of our non-GAAP to GAAP financial results is set forth in Appendix A to this Proxy Statement. |

  34. Fiscal 2023 Executive Compensation Highlights

    | • | The Committee approved annual incentive compensation payments equal to 98% of the annual incentive compensation targets for our NEOs based on the achievement of the performance metrics described above. While the Committee had discretion to consider team and individual performance in determining final payouts, it determined not to make adjustments on that basis for 2023. |

  35. Fiscal 2023 Executive Compensation Highlights

    | • | Long-Term Incentive Compensation. The Committee approved the grant of performance stock unit awards, stock options, and restricted stock unit awards for each NEO, as reflected in the Grants of Plan-Based Awards in Fiscal 2023 table in “Executive Compensation Tables and Related Matters.” |

  36. Reinforcing our Business Strategy through an Emphasis on Incentive Compensation

    | • | long-term incentive compensation in the form of performance stock unit awards, stock options, and restricted stock unit awards; |

  37. Reinforcing our Business Strategy through an Emphasis on Incentive Compensation

    | • | annual incentive compensation consisting of a cash bonus opportunity; and |

  38. Reinforcing our Business Strategy through an Emphasis on Incentive Compensation

    These principal elements are further described below. The Committee allocated a substantial portion of the target total direct compensation opportunity of our NEOs to incentive compensation in fiscal 2023, the vast majority of which consists of long-term incentive compensation. The graphs below illustrate this emphasis on long-term incentive compensation in the target total direct compensation opportunities of our NEOs. Our long-term incentive compensation is tied to equity vehicles, the value of which is driven by the value of our stock, and approximately 25% of which (by value) is comprised of performance stock unit awards tied to pre-established performance conditions. In addition, the realization of this long-term incentive compensation is conditioned upon the satisfaction of multi-year vesting requirements. Because the value our NEOs could realize from their equity awards depends on the performance of our stock price, changes in our stock price will impact the value of their equity awards, and correspondingly, the total compensation realizable by our NEOs. This design is intended to align the interests of our NEOs with those of our stockholders and focus our NEOs on the successful execution of our business strategy.

  39. Reinforcing our Business Strategy through an Emphasis on Incentive Compensation

    | * The long-term incentive compensation percentage is based on the grant date fair value of the underlying equity awards (at target, in the case of performance stock unit awards), computed in accordance with ASC Topic 718, and does not represent the compensation actually realized or currently realizable by our NEOs from such awards. |

  40. Roles of the Compensation Committee, Management and Compensation Consultant

    Roles of the Compensation Committee, Management and Compensation Consultant

  41. Role of Compensation Consultant

    Role of Compensation Consultant The Committee engages independent advisors to assist it in carrying out its responsibilities. During fiscal 2023, the Committee engaged Compensia for the purpose of advising the Committee on executive compensation matters. Compensia also advised the Committee on certain matters related to our broad- based equity compensation programs for employees, including our equity utilization, participation, and grant guidelines relative to competitive market practices. The Committee provided Compensia with instructions regarding the parameters of the competitive analysis of executive officer compensation packages that it was to conduct, in light of our goal to attract and retain key talent in a highly competitive environment. In particular, the Committee instructed Compensia to analyze whether the compensation packages of our executive officers were consistent with our compensation philosophy and competitive relative to the Market Comparables. The Committee further instructed Compensia to evaluate the following elements to assist the Committee in establishing fiscal 2023 compensation:

  42. Role of Compensation Consultant

    | • | Base salary; |

  43. Role of Compensation Consultant

    | • | Target and actual annual incentive compensation; |

  44. Role of Compensation Consultant

    | • | Target and actual total cash compensation (base salary and annual incentive compensation); |

  45. Role of Compensation Consultant

    | • | Long-term incentive compensation (equity awards); |

  46. Role of Compensation Consultant

    | • | Target and actual total direct compensation (base salary, annual incentive compensation, and long-term incentive compensation); and |

  47. Role of Compensation Consultant

    | • | The current and potential value of vested and unvested equity awards. |

  48. Role of Compensation Consultant

    Accordingly, Compensia performed an analysis of the compensation for each of our executive officers against the compensation of executives with similar positions within the Market Comparables and presented its report to the Committee. In November 2022, the Committee used the analysis in the course of its deliberations and determinations of executive compensation for fiscal 2023. Representatives from Compensia attend most meetings of the Committee and periodically communicate with members of the Committee and Management outside the formal Committee meetings. During fiscal 2023, Compensia also performed services for us at the direction of the Committee relating to equity utilization, proxy statement support, SEC rulemaking relating to executive compensation, executive new-hire arrangements, and general Committee meeting support. In addition, Compensia assisted the Nominating and Governance Committee with its review of the compensation of our non-employee directors. Compensia received compensation for these services. Based on an assessment of the factors set forth in the NYSE listing standards and the SEC’s rules and regulations, and taking into account the provision of these services, the Committee does not believe that its relationship with Compensia and the work of Compensia on behalf of the Committee has raised any conflict of interest.

  49. Use of Market Data for Competitive Positioning

    Use of Market Data for Competitive Positioning The Committee does not benchmark compensation of our executive officers against the Market Comparables or pay practices of our compensation peer group. Rather, the Committee uses the Market Comparables and the pay practices of our compensation peer group only as a point of reference when setting compensation levels for each of our executive officers. To assist it in analyzing our executive compensation program for fiscal 2023, the Committee directed Compensia to review and recommend potential changes to our compensation peer group and, thereafter, compile and analyze the executive compensation data for the companies in the peer group. Compensia also compiled and analyzed executive compensation data drawn from published industry-specific compensation surveys and prepared a report for the Committee on the competitive positioning of our executive compensation program. As part of this process, and based on advice from Compensia, the Committee instructed Compensia that, for a company to be considered as a potential compensation peer group candidate, the company must operate in one of several designated industries (consumer electronics, technology IP licensing, entertainment technology, electronic equipment, software, or cloud-based/focused products or services) and have a market capitalization within the range of approximately 0.25 to 4.0 times our mid-calendar year market capitalization based on a 30-day average measured as of July 15, 2022. Once an initial group of companies that met these industry and market capitalization thresholds had been identified, with Compensia’s input, the Committee evaluated them using the following additional selection criteria relative to the same criteria for Dolby:

  50. Use of Market Data for Competitive Positioning

    | • | Revenue within the range of approximately 0.5 to 4.0 times that of Dolby; |

  51. Use of Market Data for Competitive Positioning

    | • | Market capitalization as a multiple of revenue within the range of 0.5 to 2.0 times that of Dolby; |

  52. Use of Market Data for Competitive Positioning

    | • | Market capitalization per employee within the range of 0.5 to 2.0 times that of Dolby; |

  53. Use of Market Data for Competitive Positioning

    | • | Net income margin greater than 0.5x that of Dolby; and |

  54. Use of Market Data for Competitive Positioning

    | • | Number of employees within the range of approximately 0.5 to 4.0 times that of Dolby. |

  55. Use of Market Data for Competitive Positioning

    In addition, the Committee also considered whether the potential companies were direct competitors for executive talent, either because of their geographic proximity to us, prior recruitment history, or employment of individuals with unique skills or expertise that are comparable to the unique skills or expertise that are either required or desirable in our business. Using these selection criteria, the Committee removed Nuance Communications, Citrix Systems, and Coherent from our compensation peer group due to the acquisition or proposed acquisition of those companies, and also removed Cadence Design Systems, Fortinet, and Synopsys due to market capitalizations significantly above the applicable selection criteria. The Committee replaced these companies in our compensation peer group with DocuSign, F5, Paylocity Holding, Qualys, Twilio, and Zoom Video, thus maintaining our compensation peer group at 17 companies for fiscal 2023, as follows:

  56. Use of Market Data for Competitive Positioning

    | • | Akamai Technologies Inc. |

  57. Use of Market Data for Competitive Positioning

    | • | ANSYS, Inc. |

  58. Use of Market Data for Competitive Positioning

    | • | Cognex Corporation |

  59. Use of Market Data for Competitive Positioning

    | • | CommVault Systems, Inc. |

  60. Use of Market Data for Competitive Positioning

    | • | CoStar Group, Inc. |

  61. Use of Market Data for Competitive Positioning

    | • | DocuSign, Inc. |

  62. Use of Market Data for Competitive Positioning

    | • | F5, Inc. |

  63. Use of Market Data for Competitive Positioning

    | • | Fair Isaac Corporation |

  64. Use of Market Data for Competitive Positioning

    | • | InterDigital, Inc. |

  65. Use of Market Data for Competitive Positioning

    | • | Paylocity Holding Corporation |

  66. Use of Market Data for Competitive Positioning

    | • | PTC Inc. |

  67. Use of Market Data for Competitive Positioning

    | • | Qualys, Inc. |

  68. Use of Market Data for Competitive Positioning

    | • | Twilio Inc. |

  69. Use of Market Data for Competitive Positioning

    | • | Verisign, Inc. |

  70. Use of Market Data for Competitive Positioning

    | • | Xperi Holding Corporation (subsequently spun off into Xperi Inc. and Adeia Inc.) |

  71. Use of Market Data for Competitive Positioning

    | • | Ziff Davis, Inc. (fka J2 Global, Inc.) |

  72. Use of Market Data for Competitive Positioning

    | • | Zoom Video Communications, Inc. |

  73. Use of Market Data for Competitive Positioning

    As discussed above, the Committee does not benchmark compensation of our executive officers against the Market Comparables or pay practices of our compensation peer group. Instead, the Committee uses the Market Comparables as a reference point, among many as outlined below under Committee Considerations, in its determinations of our executive officers’ compensation. The Committee has carefully considered its compensation peer group selection methodology and has consistently applied this methodology over time. However, given the unique nature of our business, selection of our peer group requires the Committee to use its judgment, in addition to the objective criteria contained in our peer group selection methodology. The Committee from time to time considers alternative peer group selection methodologies and has determined that our current peer group selection methodology continues to be the most appropriate methodology for us.

  74. Objectives

    | • | Provide a competitive compensation package that enables us to attract, motivate, and retain high-caliber talent; |

  75. Objectives

    | • | Provide a total compensation package, aligned with the nature and dynamics of our business, which focuses management on achieving our annual and long-term corporate objectives and strategies; |

  76. Objectives

    | • | Emphasize long-term value creation and further align the interests of management and stockholders through the use of equity-based awards. |

  77. Executive Compensation Policies

    | • | Pay-for-Performance. An effective pay-for-performance orientation, including an annual cash incentive compensation plan tied to financial performance, as well as the use of long-term incentive compensation that represents the largest portion of each executive officer’s total compensation package, consisting of performance stock unit awards, stock options, and restricted stock unit awards; |

  78. Executive Compensation Policies

    | • | Double-Trigger, not Single-Trigger, Vesting. “Double-trigger” vesting acceleration arrangements in connection with a change in control of Dolby (that is, accelerated vesting that is triggered only upon certain specified terminations of employment following a change in control of Dolby, and not upon a change in control alone) for equity awards granted to our executive officers, which are generally consistent with the arrangements provided to our other employees as described in “—Severance and Change in Control Arrangements—General” below; |

  79. Committee Considerations

    | • | A review of retention considerations, including the current and potential value of unvested equity awards held by each NEO; |

  80. Annual Incentive Compensation – 2023 Executive Bonus Plan

    Annual Incentive Compensation – 2023 Executive Bonus Plan Our annual incentive compensation plan consists of performance-based compensation, which is paid in cash. Payouts under the plan are contingent on Dolby’s financial performance so that our NEOs are rewarded based on the achievement of financial objectives. Fiscal 2023 Executive Bonus Plan – Structure The purpose of our 2023 Executive Bonus Plan was to motivate our NEOs to achieve pre-established financial goals and to maintain a high level of team and individual performance. Funding for the 2023 Executive Bonus Plan was determined based on surpassing a gating level of non-GAAP operating income and achievement of a revenue goal set by the Committee for fiscal 2023. We calculated the potential payouts under the 2023 Executive Bonus Plan for our NEOs using the following formula, the terms of which are described further below: Annual Incentive Compensation Targets For fiscal 2023, the Committee maintained the NEOs’ annual incentive compensation targets (stated as a percentage of base salary for calendar 2023) at the same levels that were used for our fiscal 2022 annual incentive compensation plan.

  81. Annual Incentive Compensation – 2023 Executive Bonus Plan

    | NEO | Target Percentage of Calendar 2023 Base Salary | Fiscal 2023 Annual Incentive Compensation Target | | Kevin Yeaman | 100% | $935,000 | | Robert Park | 65% | $317,850 | | Andy Sherman | 65% | $365,300 | | John Couling | 65% | $362,700 | | Todd Pendleton | 65% | $354,900 |

  82. Annual Incentive Compensation – 2023 Executive Bonus Plan

    A NEO may receive an actual award payout that is larger or smaller than his annual incentive compensation target, or may receive no award payout at all, depending on the extent to which the applicable corporate performance goals were met and subject to any discretionary adjustments based on individual performance or other factors determined by the Committee as described further below. Multiplier — Revenue and Non-GAAP Operating Income Goals In November 2022, the Committee approved a sliding scale corporate financial performance formula for determining payout levels for the 2023 Executive Bonus Plan based on our achievement of a combination of revenue and non-GAAP operating income goals. The revenue and non-GAAP operating income goals underlying the multiplier were consistent with our fiscal 2023 financial performance objectives and operating plan. In approving these targets for fiscal 2023, the Committee set goals aimed at motivating our NEOs to achieve strong financial, team, and individual performance. Our 2023 Executive Bonus Plan was based on revenue and profitability measures because the Committee believed that solid performance in these areas would contribute to long-term stockholder value creation. No payouts would be made under the 2023 Executive Bonus Plan unless we achieved both a non-GAAP operating income “gate” and threshold revenue as set forth in the table below, which represented 75% and 90% of the non-GAAP operating income and revenue target objectives under our fiscal 2023 operating plan, respectively. The maximum multiplier was 150%.

  83. Annual Incentive Compensation – 2023 Executive Bonus Plan

    | * See discussion below regarding the use of non-GAAP financial measures and adjustments to results for purposes of determining payouts under the 2023 Executive Bonus Plan. |

  84. Annual Incentive Compensation – 2023 Executive Bonus Plan

    For purposes of the 2023 Executive Bonus Plan, “non-GAAP operating income” excluded from GAAP operating income expenses related to stock based compensation, the amortization of intangibles from business combinations, and restructuring charges. In addition, the 2023 Executive Bonus Plan provides that at the discretion of the Committee, the financial impact of M&A transactions will be excluded for purposes of assessing achievement of the revenue and non-GAAP operating income goals under the 2023 Executive Bonus Plan. Accordingly, the Committee excluded from our revenue and non-GAAP operating income results the impact of an acquisition that closed in fiscal 2023. Absent such exclusions, the 2023 Executive Bonus Plan would have funded at a higher level than it did with these exclusions. We achieved non-GAAP operating income, as so adjusted, of $378.4 million which satisfied the “gate” requirement of $292.5 million. We also achieved non-GAAP revenue of $1,280.7 million against a threshold requirement of $1,156.5 million and a target of $1,285.0 million, resulting in a multiplier of 98%. A reconciliation of our non-GAAP to GAAP financial results is set forth in Appendix A to this Proxy Statement. Potential Adjustments for Individual Performance and 2023 Executive Bonus Plan Payouts For fiscal 2023, our CEO received 98% of his annual incentive compensation target, based on a multiplier of 98%. The Committee had the discretion to adjust the calculated award payout amount for our CEO under the 2023 Executive Bonus Plan to take into account additional factors that the Committee deemed relevant to the assessment of individual or corporate performance. In November 2023, the Committee, based on its evaluation of our CEO’s performance and his contributions during the fiscal year, determined not to make any such adjustment. For each of our other NEOs, our CEO had the discretion under the 2023 Executive Bonus Plan to recommend, subject to the limitations set forth in the 2023 Executive Bonus Plan, increases or decreases of up to 25% of each such NEO’s calculated award payout amount for the entire fiscal year based on team and individual performance. Approval of any such adjustments, however, is up to the Committee. In November 2023, the Committee, after consultation with our CEO, determined not to make any adjustments to the calculated award payout amounts of our NEOs, resulting in payments at 98% of their annual incentive compensation targets, based on a multiplier of 98% for fiscal 2023. All final determinations were made by the Committee alone. Accordingly, the Committee awarded the following annual incentive compensation payouts to our NEOs under the 2023 Executive Bonus Plan:

  85. Annual Incentive Compensation – 2023 Executive Bonus Plan

    | NEO | Annual Incentive Compensation Target | Approved Award Payout | Award Payout as Percentage of Annual Incentive Compensation Target | | Kevin Yeaman | $935,000 | $916,300 | 98% | | Robert Park | $317,850 | $311,493 | 98% | | Andy Sherman | $365,300 | $357,994 | 98% | | John Couling | $362,700 | $355,446 | 98% | | Todd Pendleton | $354,900 | $347,802 | 98% |

  86. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The objectives of our long-term incentive compensation program are to: encourage our NEOs to focus on our long-term strategic objectives; further align the interests of our NEOs and our stockholders; provide compensation that is market competitive; recruit, motivate, and retain top talent; and make efficient use of compensation resources. The Committee periodically reviews the design of our long-term incentive compensation program in furtherance of these objectives. Equity Mix of Awards We use a “portfolio” approach that mixes different types of equity awards for the long-term incentive compensation granted to our NEOs, consisting in fiscal 2023 of a combination of performance stock unit awards, stock options, and restricted stock unit awards. The graph below illustrates how the Committee allocated the long-term incentive compensation granted to our NEOs among these equity vehicles in fiscal 2023, based on the aggregate grant date fair value of the awards granted to our NEOs. In determining the mix of equity for our executives, the Committee considered the following: Stock Options. This vehicle directly ties a sizable portion of our NEOs’ target total direct compensation opportunities to increases in the market price of our Class A Common Stock and presents an effective incentive for them to make long-term decisions that sustain stock price growth and to maximize performance over the term of the award, which is generally a maximum of ten years. Because stock options provide real economic value only if the price of the underlying stock increases, our NEOs realize no economic benefit from their outstanding stock options if our stock price declines or stays flat. Restricted Stock Unit Awards. This vehicle aligns the interests of our NEOs with those of our stockholders by rewarding them for increases in our stock price. Unlike stock options, however, restricted stock unit awards have real economic value when they vest even if the stock price declines or stays flat, thus delivering more predictable value to our NEOs and furthering our retention objectives over the vesting term of the awards. In addition, because of their “full value” nature, restricted stock unit awards deliver the desired grant date fair value using a lesser number of shares than we would otherwise use for stock option grants, enabling us to use our equity compensation resources more efficiently and manage the overall number of shares granted and potential resulting dilution. Performance Stock Unit Awards. This vehicle ties a portion of our NEOs’ total direct compensation opportunities to the total stockholder return of Dolby’s Class A Common Stock relative to the total stockholder return of a comparator stock index. Specifically, the shares of our Class A Common Stock subject to outstanding performance stock unit awards may be earned contingent on our achievement of annualized relative total stockholder return levels for Dolby over a three-year performance period beginning on the date of grant, measured against the S&P Midcap 400 Index (^MID). From 0% to 200% of the target number of shares subject to the performance stock unit awards may be earned, depending on our level of achievement of these performance conditions, as follows:

  87. Long-Term Incentive Compensation

    | | 3-Year Annualized TSR Dolby vs. ^MID | % of Target PSUs Vested* | | | <-16.667% | 0% | | Threshold | -16.667% | 50% | | Target | 0% | 100% | | Maximum | ≥33.333% | 200% |

  88. Long-Term Incentive Compensation

    | * Linear scaling between performance levels. |

  89. Long-Term Incentive Compensation

    If the total stockholder return of our Class A Common Stock lags significantly behind that of the S&P Midcap 400 Index over the term of the performance period, no shares will be earned under the performance stock unit awards and our NEOs will not realize any value from these awards. The Committee believes that providing a portfolio of stock options, restricted stock unit awards, and performance stock unit awards supports the objectives of our long-term incentive compensation program by further aligning the interests of our NEOs and stockholders, balancing performance and retention considerations, and enabling us to use our equity compensation resources more efficiently. Award Terms Generally, we make an initial equity award to an executive officer when he or she joins us. Thereafter, our executive officers are considered for additional equity awards on an annual basis. The Committee determines the size of each executive officer’s equity award, if any, based on the factors described in “—Committee Considerations” above. One of the objectives of our long-term incentive compensation program is to encourage executive officer retention by requiring that the awards be earned over a multi-year period. Accordingly, in fiscal 2023, we granted stock options and restricted stock unit awards that vest over a period of four years, as well as performance stock unit awards that are subject to a three-year performance period, as follows:

  90. Long-Term Incentive Compensation

    | • | For stock options, a quarter of the total number of shares of our Class A Common Stock subject to each stock option vests on the first anniversary of the grant date and the balance of the shares subject to the stock option vests in equal monthly installments over the next 36 months; |

  91. Long-Term Incentive Compensation

    | • | For restricted stock unit awards, a quarter of the total number of shares of our Class A Common Stock subject to each award vests on each of the first four anniversaries of the grant date; and |

  92. Long-Term Incentive Compensation

    | • | For performance stock unit awards, shares of our Class A Common Stock subject to each stock unit award will be earned contingent on our achievement of annualized relative total stockholder return levels for Dolby relative to the S&P Midcap 400 Index (^MID) measured over a three-year performance period beginning on the date of grant and ending on the third anniversary thereof and subject to the continued service of the executive officer through such date. Settlement of the number of shares earned (if any) will occur following completion of the performance period, upon certification of achievement of the performance conditions by the Committee. From 0% to 200% of the target number of shares subject to the performance stock units award may be earned, depending on our achievement of these performance conditions. |

  93. Long-Term Incentive Compensation

    In fiscal 2023, after considering the factors described in “—Committee Considerations” above, the Committee approved the following stock options, restricted stock unit awards, and performance stock unit awards for our NEOs listed in the table below.

  94. Long-Term Incentive Compensation

    | NEOs | Grant Date | Shares Subject to Time-Based Stock Options | Per Share Exercise Price | Grant Date Fair Value of Time- Based Stock Options | Shares Subject to Restricted Stock Unit Awards | Grant Date Fair Value of Restricted Stock Unit Awards | Shares Subject to Performance Stock Unit Awards (at Target) | Grant Date Fair Value of Performance Stock Unit Awards (at Target) | | Kevin Yeaman | 12/15/2022 | 98,200 | $71.07 | $1,880,530 | 54,546 | $3,727,128 | 27,273 | $2,015,747 | | Robert Park | 12/15/2022 | 31,677 | $71.07 | $606,615 | 17,595 | $1,202,266 | 8,797 | $650,186 | | Andy Sherman | 12/15/2022 | 32,944 | $71.07 | $630,878 | 18,299 | $1,250,371 | 9,149 | $676,203 | | John Couling | 12/15/2022 | 38,013 | $71.07 | $727,949 | 21,114 | $1,442,720 | 10,557 | $780,268 | | Todd Pendleton | 12/15/2022 | 29,143 | $71.07 | $558,088 | 16,188 | $1,106,126 | 8,094 | $598,228 |

  95. Long-Term Incentive Compensation

    All stock options were granted with a per-share exercise price equal to the fair market value of our Class A Common Stock on the grant date. Equity-Based Award Grant and Vesting Policy The Committee has adopted an Equity-Based Award Grant and Vesting Policy (the “Equity Policy”), which applies to all equity awards granted to any of our employees, including our NEOs. The Equity Policy provides that:

  96. Long-Term Incentive Compensation

    | • | New hire, promotion, and retention equity awards may only be granted once per month on the 15th day of the month. If the 15th day of the month falls on a weekend or holiday, awards will be granted on the first business day immediately following the 15th day of the month. |

  97. Long-Term Incentive Compensation

    | • | Ongoing equity awards (i.e., other than new hire, promotion, and retention awards) may only be granted on December 15th. If December 15th falls on a weekend or holiday, awards will be granted on the first business day immediately following December 15th. |

  98. Long-Term Incentive Compensation

    | • | If a pricing term is applicable to a particular equity award (e.g., the exercise price for a stock option), the pricing term will be established by reference to the fair market value of our Class A Common Stock on the award date as determined in accordance with the applicable equity plan provisions. |

  99. Long-Term Incentive Compensation

    | • | Equity award approvals by meeting and by unanimous written consent may precede the award date so long as the approval is effective as of the respective award date. Approvals of equity-based awards may never occur after the award date. |

  100. Long-Term Incentive Compensation

    | • | If the Committee adopts an executive annual incentive compensation plan that permits the Committee to grant restricted stock unit awards in lieu of cash, the timing of any such restricted stock unit award grants will be determined by the Committee at the time it adopts the applicable executive annual incentive compensation plan. When determining the timing of such awards, the Committee will consider the principles embodied in the Equity Policy. |

  101. Long-Term Incentive Compensation

    Insider Trading Policies and Procedures (Including Hedging and Pledging) We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Dolby securities that are applicable to Dolby, all of our directors, officers, and employees, all contractors of the company and all members of their immediate families and households. Our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. Our insider trading policy prohibits, among other things, short sales, hedging or similar transactions designed to decrease the risks associated with holding Dolby securities, and transactions involving derivative securities relating to Dolby securities. Our insider trading policy also generally prohibits pledging of Dolby securities.

  102. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements

  103. Severance Arrangement with Mr. Yeaman

    Severance Arrangement with Mr. Yeaman We have entered into a severance arrangement with our CEO as described under the section entitled “Executive Compensation Tables and Related Matters—Potential Payments upon Termination or Change in Control.” We negotiated this arrangement to induce him to resign from his former position and accept the position of CEO in fiscal 2009. This arrangement is intended to provide him with certain payments and benefits in the event of an involuntary termination of his employment without cause or his resignation for good reason, including following a change in control of Dolby.

  104. No Other Severance or Change in Control Arrangements

    No Other Severance or Change in Control Arrangements Apart from the arrangement with Mr. Yeaman and the “double-trigger” vesting acceleration provisions in our 2020 Stock Plan as described above, none of our executive officers has any severance, change in control, or similar agreements or arrangements with Dolby.

  105. Employment Agreement with Mr. Yeaman

    Employment Agreement with Mr. Yeaman In connection with the appointment of Mr. Yeaman as our President and CEO in fiscal 2009, we entered into an employment agreement with him, which provides that, among other things, his target annual incentive compensation will be at least equal to a specified minimum percentage of his annual base salary. The agreement also provides Mr. Yeaman with certain payments and benefits in the event of his termination of employment under specified circumstances, including following a change in control of Dolby. For a summary of the material terms and conditions of these provisions, see “Executive Compensation Tables and Related Matters—Potential Payments upon Termination or Change in Control.”

  106. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We examine the accounting cost associated with equity compensation in light of the requirements under ASC Topic 718. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance stock unit awards, based on the grant date “fair value” of the awards. This calculation is performed for accounting purposes, even though recipients may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements (net of estimated forfeitures, which are determined based on historical experience) over the period that a recipient is required to render service in exchange for the award.

  107. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The Summary Compensation Table and accompanying footnotes below describe the “total compensation” of our NEOs for the past three fiscal years (or such less period that they have been a NEO), calculated in accordance with SEC rules. The total compensation presented below does not reflect the actual compensation received by, or the target compensation of, our NEOs in each fiscal year. The actual value realized by our NEOs in fiscal 2023 from their long-term incentive compensation awards is presented in the Option Exercises and Stock Vested at 2023 Fiscal Year-End table below. The individual elements of the total compensation amount reported in the Summary Compensation Table are as follows: Base Salary. For each of fiscal 2021 and fiscal 2023, the amounts reported represent 52 weeks of base salary. For fiscal 2022, the amounts reported represent 53 weeks of base salary. Base salary adjustments are set on a calendar year (as opposed to a fiscal year) basis. Consequently, the amounts reported in the Summary Compensation Table represent a blend of calendar year base salaries. Bonus. The figure reported for Mr. Park in fiscal 2022 reflects a sign-on bonus that he received in connection with his offer of employment. Stock Awards and Option Awards. Stock Awards consist of restricted stock unit and performance stock unit awards, and Option Awards consist of stock options, as indicated. Amounts reported in the Stock Awards and Option Awards columns reflect the aggregate grant date fair value of the equity awards computed in accordance with ASC Topic 718, excluding estimated forfeitures. See Note 9 to our consolidated financial statements in our 2023 Annual Report on Form 10-K for more information about the assumptions used to calculate the grant date fair value of such awards. Non-Equity Incentive Plan Compensation. The amount of Non-Equity Incentive Plan Compensation consists of the Executive Bonus Plan awards earned for the fiscal year. Such awards are based on our financial performance during the specified fiscal year and are paid in the following fiscal year.

  108. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Kevin Yeaman | 2023 | 928,750 | — | 5,742,876 | 1,880,530 | 916,300 | 35,745(3) | 9,504,201 | | President and Chief Executive Officer | 2022 | 919,154 | — | 6,149,772 | 1,968,436 | 336,700 | 33,155(3) | 9,407,217 | | | 2021 | 872,100 | — | 5,842,577 | 1,872,243 | 1,010,850 | 31,348(3) | 9,629,118 | | Robert Park | 2023 | 485,500 | — | 1,852,453 | 606,615 | 311,493 | 35,745(4) | 3,291,806 | | Senior Vice President and Chief Financial Officer | 2022 | 458,558 | 400,000 | 2,931,251 | 1,039,125 | 108,079 | 11,649(4) | 4,948,662 | | Andy Sherman | 2023 | 558,000 | — | 1,926,573 | 630,878 | 357,994 | 35,745(5) | 3,509,190 | | Executive Vice President, General Counsel and Corporate Secretary | 2022 | 552,192 | — | 2,063,126 | 660,383 | 131,313 | 33,155(5) | 3,440,169 | | | 2021 | 526,019 | — | 1,948,770 | 624,503 | 396,175 | 31,848(5) | 3,527,315 | | John Couling | 2023 | 554,000 | — | 2,222,987 | 727,949 | 355,446 | 35,745(6) | 3,896,127 | | Senior Vice President, Entertainment | 2022 | 541,654 | — | 2,380,494 | 761,975 | 130,351 | 33,155(6) | 3,847,629 | | Todd Pendleton | 2023 | 542,000 | — | 1,704,354 | 558,088 | 347,802 | 35,995(7) | 3,188,239 | | Senior Vice President, Chief Marketing Officer | 2022 | 536,154 | — | 1,825,080 | 584,172 | 127,465 | 33,155(7) | 3,106,026 | | | 2021 | 511,019 | — | 1,738,307 | 557,051 | 384,963 | 33,782(7) | 3,225,122 |

  109. Fiscal 2023 Summary Compensation Table

    | (1) The grant date fair value of restricted stock unit awards represents their intrinsic values on the date of grant, calculated for each restricted stock unit award by multiplying the number of shares of our Class A Common Stock subject to such award by the grant date fair value on the date of grant. The Stock Awards amount also includes the grant date fair value of performance stock unit awards, which was determined using a Monte Carlo simulation to determine the probability of achieving the underlying performance conditions. For fiscal |

  110. Fiscal 2023 Summary Compensation Table

    | 2023, the grant date fair value of these performance stock units awards at target performance is reported as follows for Messrs. Yeaman, Park, Sherman, Couling, and Pendleton, respectively: $2,015,747, $650,186, $676,203, $780,268, and $598,228. For fiscal 2022, the grant date fair value of these performance stock units awards at target performance is reported as follows for Messrs. Yeaman, Sherman, Couling, and Pendleton, respectively: $2,223,052, $745,768, $860,494, and $659,749. For fiscal 2021, the grant date fair value of these performance stock units awards at target performance is reported as follows for Messrs. Yeaman, Sherman, and Pendleton, respectively: $2,012,106, $671,141, and $598,628. For fiscal 2023, the grant date fair value of these performance stock units awards at maximum performance is reported as follows for Messrs. Yeaman, Park, Sherman, Couling, and Pendleton, respectively: $4,031,495, $1,300,373, $1,352,405, $1,560,536, and $1,196,455. For fiscal 2022, the grant date fair value of these performance stock units awards at maximum performance is reported as follows for Messrs. Yeaman, Sherman, Couling, and Pendleton, respectively: $4,446,105, $1,491,536, $1,720,988, and $1,319,498. For fiscal 2021, the grant date fair value of these performance stock units awards at maximum performance is reported as follows for Messrs. Yeaman, Sherman, and Pendleton, respectively: $4,024,211, $1,342,282, and $1,197,257. See Note 9 to our consolidated financial statements in our 2023 Annual Report on Form 10-K for more information about the assumptions used to calculate the value of such awards. |

  111. Fiscal 2023 Summary Compensation Table

    | (2) The grant date fair value of stock options was determined using the Black-Scholes option pricing model. See Note 9 to our consolidated financial statements in our 2023 Annual Report on Form 10-K for more information about the assumptions used to calculate the value of such awards. |

  112. Fiscal 2023 Summary Compensation Table

    | (3) In fiscal 2023, comprised of $34,890 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums. In fiscal 2022, comprised of $32,300 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums. In fiscal 2021, comprised of $30,560 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan and $788 in life insurance premiums. |

  113. Fiscal 2023 Summary Compensation Table

    | (4) In fiscal 2023, comprised of $34,890 in employer matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums. In fiscal 2022, comprised of $10,794 in employer matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums. |

  114. Fiscal 2023 Summary Compensation Table

    | (5) In fiscal 2023, comprised of $34,890 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums. In fiscal 2022, comprised of $32,300 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums. In fiscal 2021, comprised of $30,560 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan, $788 in life insurance premiums, and a $500 bonus to Mr. Sherman to commemorate his 10-year anniversary. |

  115. Fiscal 2023 Summary Compensation Table

    | (6) In fiscal 2023, comprised of $34,890 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums. In fiscal 2022, comprised of $32,300 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums. |

  116. Fiscal 2023 Summary Compensation Table

    | (7) In fiscal 2023, comprised of $34,890 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums, and a $250 bonus to Mr. Pendleton to commemorate his 5-year anniversary. In fiscal 2022, comprised of $32,300 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan and $855 in life insurance premiums. In fiscal 2021, comprised of $30,560 in employer profit-sharing and matching 401(k) plan contributions under our retirement plan, $788 in life insurance premiums, and a tax gross-up payment of $2,434 in connection with the reimbursement of the business travel and dining expenses of Mr. Pendleton’s spouse at an industry event, per the reimbursement policy described in “Compensation Discussion and Analysis—Perquisites and Other Personal Benefits.” |

  117. Grants of Plan-Based Awards in Fiscal 2023 Table

    Grants of Plan-Based Awards in Fiscal 2023 Table During fiscal 2023, we granted the following plan-based awards to our NEOs:

  118. Grants of Plan-Based Awards in Fiscal 2023 Table

    | 1. | Annual incentive compensation awards under the 2023 Executive Bonus Plan, |

  119. Grants of Plan-Based Awards in Fiscal 2023 Table

    | 2. | performance stock unit awards, |

  120. Grants of Plan-Based Awards in Fiscal 2023 Table

    | 3. | restricted stock unit awards, and |

  121. Grants of Plan-Based Awards in Fiscal 2023 Table

    | 4. | stock options. |

  122. Grants of Plan-Based Awards in Fiscal 2023 Table

    Information with respect to each of these awards on a grant-by-grant basis is set forth in the table below.

  123. Grants of Plan-Based Awards in Fiscal 2023 Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Subject to Options(4) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kevin Yeaman | n/a | 11/16/2022 | 467,500 | 935,000 | 1,402,500 | — | — | — | — | — | — | — | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | — | 98,200(6) | 71.07 | 1,880,530 | | | 12/15/2022 | 11/16/2022 | — | — | — | 13,636 | 27,273 | 54,546 | — | — | — | 2,015,747 | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | 54,546 | — | — | 3,727,128 | | Robert Park | n/a | 11/16/2022 | 158,925 | 317,850 | 476,775 | — | — | — | — | — | — | — | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | — | 31,677 | 71.07 | 606,615 | | | 12/15/2022 | 11/16/2022 | — | — | — | 4,398 | 8,797 | 17,594 | — | — | — | 650,186 | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | 17,595 | — | — | 1,202,266 | | Andy Sherman | n/a | 11/16/2022 | 182,650 | 365,300 | 547,950 | — | — | — | — | — | — | — | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | — | 32,944 | 71.07 | 630,878 | | | 12/15/2022 | 11/16/2022 | — | — | — | 4,574 | 9,149 | 18,298 | — | — | — | 676,203 | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | 18,299 | — | — | 1,250,371 | | John Couling | n/a | 11/16/2022 | 181,350 | 362,700 | 544,050 | — | — | — | — | — | — | — | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | — | 38,013 | 71.07 | 727,949 | | | 12/15/2022 | 11/16/2022 | — | — | — | 5,278 | 10,557 | 21,114 | — | — | — | 780,268 | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | 21,114 | — | — | 1,442,720 | | Todd Pendleton | n/a | 11/16/2022 | 177,450 | 354,900 | 532,350 | — | — | — | — | — | — | — | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | — | 29,143 | 71.07 | 558,088 | | | 12/15/2022 | 11/16/2022 | — | — | — | 4,047 | 8,094 | 16,188 | — | — | — | 598,228 | | | 12/15/2022 | 11/16/2022 | — | — | — | — | — | — | 16,188 | — | — | 1,106,126 |

  124. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (1) Reflects threshold, target and maximum bonus amounts for fiscal 2023 performance under the 2023 Executive Bonus Plan, as described in “Compensation Discussion and Analysis—Fiscal 2023 Compensation Determinations—Annual Incentive Compensation.” The actual bonus payouts were determined by the Compensation Committee in November 2023 and are reported in the Non-Equity Incentive Plan Compensation column of the Fiscal 2023 Summary Compensation Table. |

  125. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (2) Reflects threshold, target and maximum amounts of shares that may be earned under performance stock unit awards granted in fiscal 2023 under the 2020 Stock Plan. Shares of our Class A Common Stock subject to performance stock unit awards may be earned contingent on our achievement of annualized relative total stockholder return levels for Dolby over a three-year performance period, measured against a comparator index, the S&P Midcap 400 Index (^MID). From 0% to 200% of the target number of shares subject to the performance stock unit awards may be earned, depending on our level of achievement of these performance conditions. Vesting of earned shares (if any) will occur following completion of the performance period, upon certification of achievement of the performance conditions by the Compensation Committee, and subject to continued service through the date of such certification. See “—Potential Payments upon Termination or Change in Control—Termination and Change in Control Arrangements” for a further description of certain terms relating to these awards. |

  126. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (3) Reflects awards of restricted stock units granted under the 2020 Stock Plan. A quarter of the total number of shares of our Class A Common Stock subject to each restricted stock unit award vests on each of the first four anniversaries of the grant date, subject to continued service through such vesting dates. See “—Potential Payments upon Termination or Change in Control—Termination and Change in Control Arrangements” for a further description of certain terms relating to these awards. |

  127. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (4) Reflects stock options granted under the 2020 Stock Plan, which were granted with a ten-year term and an exercise price equal to the closing price of our Class A Common Stock on the date of grant. A quarter of the total number of shares issuable under each stock option vests on the first anniversary of the grant date and the balance of the shares subject to the stock option vests in equal monthly installments over the subsequent 36 months, subject to continued service through such vesting dates. See “—Potential Payments upon Termination or Change in Control—Termination and Change in Control Arrangements” for a further description of certain terms relating to these awards. |

  128. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (5) The amounts reported do not reflect compensation actually realized by the NEO. All amounts reported reflect the grant date fair value of each equity award computed in accordance with ASC Topic 718, excluding estimated forfeitures. The grant date fair value of restricted stock unit awards represents their intrinsic values on the date of grant, calculated for each restricted stock unit award by multiplying the number of shares of our Class A Common Stock subject to such award by the grant date fair value on the date of grant. The grant date fair value of stock options was determined using the Black-Scholes option pricing model. The grant date fair value of performance stock unit awards was determined using a Monte Carlo simulation to determine the probability of achieving the underlying performance conditions and is reported at target. See Note 9 to our consolidated financial statements in our 2023 Annual Report on Form 10-K for more information about the assumptions used to calculate the value of the awards referenced in this footnote 5. |

  129. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (6) Stock options are held in the name of Kevin and Rachel Yeaman, Trustees of the Yeaman Family Trust dated May 14, 2009. |

  130. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table presents information concerning all outstanding equity awards held by each of our NEOs as of the end of fiscal 2023.

  131. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | Option Awards | | | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Subject to Unexercised Options (#) Exercisable | Number of Securities Subject to Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Subject to Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Market Value of Unexercised Options, Net of Exercise Price ($)(2) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 (#)(2) | | Kevin Yeaman | 12/15/2022 | — | 98,200(a) | — | 71.07 | 12/15/2032 | 804,258 | | | | | | | | 12/15/2021 | 39,832(1)(a) | 51,215(a) | — | 91.80 | 12/15/2031 | — | | | | | | | | 12/15/2020 | 62,972(1)(a) | 28,625(a) | — | 92.08 | 12/15/2030 | — | | | | | | | | 12/16/2019 | 181,101(1)(a) | 12,074(a) | — | 68.40 | 12/16/2029 | 2,097,881 | | | | | | | | 12/17/2018 | 164,000(1)(a) | — | — | 64.60 | 12/17/2028 | 2,404,240 | | | | | | | | 12/17/2018 | 61,500(5)(a) | — | — | 64.60 | 12/17/2025 | 901,590 | | | | | | | | 12/15/2017 | 180,000(1)(a) | — | — | 62.32 | 12/15/2027 | 3,049,200 | | | | | | | | 12/15/2017 | 86,400(5)(a) | — | — | 62.32 | 12/15/2024 | 1,463,616 | | | | | | | | 12/15/2016 | 194,399(1)(a) | — | — | 45.50 | 12/15/2026 | 6,562,910 | | | | | | | | 12/15/2014 | 72,486(1)(a) | — | — | 42.98 | 12/15/2024 | 2,629,792 | | | | | | | | | | | | | | | 12/15/2022 | 54,546 | 4,323,316 | — | — | | | | | | | | | | 12/15/2022 | — | — | 54,546 | 4,323,316 | | | | | | | | | | 12/15/2021 | 32,991 | 2,614,867 | — | — | | | | | | | | | | 12/15/2021 | — | — | 43,986 | 3,486,330 | | | | | | | | | | 12/15/2020 | 21,395 | 1,695,768 | — | — | | | | | | | | | | 12/15/2020 | — | — | 21,394 | 1,695,688 | | | | | | | | | | 12/16/2019 | 10,625 | 842,138 | — | — | | Robert Park | 12/15/2022 | — | 31,677 | — | 71.07 | 12/15/2032 | 259,435 | | | | | | | | 10/15/2021 | 23,903(1) | 25,983 | — | 89.77 | 10/15/2031 | — | | | | | | | | | | | | | | | 12/15/2022 | 17,595 | 1,394,580 | — | — | | | | | | | | | | 12/15/2022 | — | — | 17,594 | 1,394,500 | | | | | | | | | | 10/15/2021 | 25,143 | 1,992,834 | — | — | | Andy Sherman | 12/15/2022 | — | 32,944 | — | 71.07 | 12/15/2032 | 269,811 | | | | | | | | 12/15/2021 | 13,363(1) | 17,182 | — | 91.80 | 12/15/2031 | — | | | | | | | | 12/15/2020 | 21,005(1) | 9,548 | — | 92.08 | 12/15/2030 | — | | | | | | | | 12/16/2019 | 56,250(1) | 3,750 | — | 68.40 | 12/16/2029 | 651,600 | | | | | | | | 12/17/2018 | 52,000(1) | — | — | 64.60 | 12/17/2028 | 762,320 | | | | | | | | 12/17/2018 | 19,500(5) | — | — | 64.60 | 12/17/2025 | 285,870 | | | | | | | | | 12/15/2017 | 56,000(1) | — | — | 62.32 | 12/15/2027 | 948,640 | | | | | | | | 12/15/2017 | 1,998(5) | — | — | 62.32 | 12/15/2024 | 33,846 | | | | | | | | | | | | | | 12/15/2022 | 18,299 | 1,450,379 | — | — | | | | | | | | | | 12/15/2022 | — | — | 18,298 | 1,450,299 | | | | | | | | | | 12/15/2021 | 11,068 | 877,250 | — | — | | | | | | | | | | 12/15/2021 | — | — | 14,756 | 1,169,561 | | | | | | | | | | 12/15/2020 | 7,136 | 565,599 | — | — | | | | | | | | | | 12/15/2020 | — | — | 7,136 | 565,599 | | | | | | | | | | 12/15/2019 | 3,300 | 261,558 | — | — |

  132. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | Option Awards | | | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Subject to Unexercised Options (#) Exercisable | Number of Securities Subject to Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Subject to Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Market Value of Unexercised Options, Net of Exercise Price ($)(2) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 (#)(2) | | John Couling | 12/15/2022 | — | 38,013 | — | 71.07 | 12/15/2032 | 311,326 | | | | | | | | 12/15/2021 | 15,419(1) | 19,825 | — | 91.80 | 12/15/2031 | — | | | | | | | | 12/15/2020 | 19,870(1) | 9,033 | — | 92.08 | 12/15/2030 | — | | | | | | | | 12/16/2019 | 51,140(1) | 3,410 | — | 68.40 | 12/16/2029 | 592,413 | | | | | | | | 12/17/2018 | 40,000(1) | — | — | 64.60 | 12/17/2028 | 586,400 | | | | | | | | 12/17/2018 | 15,000(5) | — | — | 64.60 | 12/17/2025 | 219,900 | | | | | | | | 12/15/2017 | 44,000(1) | — | — | 62.32 | 12/15/2027 | 745,360 | | | | | | | | 12/15/2017 | 21,120(5) | — | — | 62.32 | 12/15/2024 | 357,773 | | | | | | | | 12/15/2016 | 46,000(1) | — | — | 45.50 | 12/15/2026 | 1,552,960 | | | | | | | | 12/15/2015 | 40,000(1) | — | — | 33.15 | 12/15/2025 | 1,844,400 | | | | | | | | 12/15/2014 | 62,440(1) | — | — | 42.98 | 12/15/2024 | 2,265,323 | | | | | | | | | | | | | | | 12/15/2022 | 21,114 | 1,673,496 | — | — | | | | | | | | | | 12/15/2022 | — | — | 21,114 | 1,673,496 | | | | | | | | | | 12/15/2021 | 12,771 | 1,012,229 | — | — | | | | | | | | | | 12/15/2021 | — | — | 17,026 | 1,349,481 | | | | | | | | | | 12/15/2020 | 6,751 | 535,084 | — | — | | | | | | | | | | 12/15/2020 | — | — | 6,750 | 535,005 | | | | | | | | | | 12/16/2019 | 3,000 | 237,780 | — | — | | Todd Pendleton | 12/15/2022 | — | 29,143 | — | 71.07 | 12/15/2032 | 238,681 | | | | | | | | 12/15/2021 | 11,821(1) | 15,199 | — | 91.80 | 12/15/2031 | — | | | | | | | | 12/15/2020 | 18,736(1) | 8,517 | — | 92.08 | 12/15/2030 | — | | | | | | | | 12/16/2019 | 880(1) | 2,643 | — | 68.40 | 12/16/2029 | 38,260 | | | | | | | | | | | | | | | 12/15/2022 | 16,188 | 1,283,061 | — | — | | | | | | | | | | 12/15/2022 | — | — | 16,188 | 1,283,061 | | | | | | | | | | 12/15/2021 | 9,791 | 776,035 | — | — | | | | | | | | | | 12/15/2021 | — | — | 13,054 | 1,034,660 | | | | | | | | | | 12/15/2020 | 6,366 | 504,569 | — | — | | | | | | | | | | 12/15/2020 | — | — | 6,365 | 504,490 | | | | | | | | | | 12/16/2019 | 2,325 | 184,280 | — | — |

  133. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (1) Stock options have a term of ten years and represent the right to purchase shares of our Class A Common Stock. A quarter of the total number of shares issuable under the stock option vests on the first anniversary of the grant date and the balance of the shares vests in equal monthly installments over the next 36 months, with vesting generally dependent on continued service to the company. Vesting of the stock options is subject to acceleration under the circumstances described under “—Potential Payments upon Termination or Change in Control—Termination and Change in Control Arrangements.” |

  134. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | a. | Stock options are held in the name of Kevin and Rachel Yeaman, Trustees of the Yeaman Family Trust dated May 14, 2009. |

  135. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (2) The amounts reported in this column are based on (i) in the case of a stock option, the excess, if any, of the closing price of our Class A Common Stock on September 29, 2023 ($79.26 per share) over the per share exercise price of the stock option, multiplied by the number of shares (vested or unvested) subject to the stock option, (ii) in the case of a restricted stock unit award, the closing price of our Class A Common Stock on September 29, 2023 ($79.26 per share) multiplied by the number of unvested shares subject to the restricted stock unit award, and (iii) in the case of a performance stock unit award, the closing price of our Class A Common Stock on September 29, 2023 ($79.26 per share) multiplied by the number of shares subject to the performance stock unit award deemed to be earned assuming the performance level indicated in footnote 4. |

  136. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (3) A quarter of the total number of shares issuable under the restricted stock unit award vests on each of the first four anniversaries of the restricted stock unit award grant date, with vesting generally dependent on continued service to the company. Vesting of the restricted stock unit awards is subject to acceleration under the circumstances described under “—Potential Payments upon Termination or Change in Control—Termination and Change in Control Arrangements.” |

  137. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (4) Share numbers are shown at target performance for performance stock unit awards granted in December 2020, and at maximum performance for performance stock unit awards granted in December 2021 and December 2022, respectively. The shares issuable under a performance stock unit award may be earned contingent on our achievement of annualized relative total stockholder return levels for Dolby over a three-year performance period beginning on the date of grant and ending on the third anniversary thereof, measured against a comparator index, the S&P Midcap 400 Index (^MID). From 0% to 200% of the target number of shares subject to the performance stock unit awards may be earned, depending on our level of achievement of these performance conditions. Vesting of earned shares (if any) will occur following completion of the performance period, upon certification of achievement of the performance conditions by the Compensation Committee, with vesting generally dependent on continued service to the company through the date of such certification. Vesting of performance stock unit awards is subject to acceleration under the circumstances described under “—Potential Payments upon Termination or Change in Control—Termination and Change in Control Arrangements.” |

  138. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (5) Represents shares subject to performance stock options that have been earned and vested, at 96% and 75% of target performance for performance stock options granted on December 15, 2017, and December 17, 2018, respectively. Performance stock options have a term of seven years and represent the right to purchase shares of our Class A Common Stock. The shares issuable under a performance stock option were earned contingent on our achievement of pre-established annualized relative total stockholder return levels for Dolby measured over a three-year performance period beginning on the date of grant and ending on the third anniversary thereof. |

  139. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | a. | Stock options are held in the name of Kevin and Rachel Yeaman, Trustees of the Yeaman Family Trust dated May 14, 2009. |

  140. Option Exercises and Stock Vested at 2023 Fiscal Year-End Table

    Option Exercises and Stock Vested at 2023 Fiscal Year-End Table The following table presents information concerning the aggregate number of shares of our Class A Common Stock for which stock options were exercised and which were acquired upon the vesting of restricted stock unit awards during fiscal 2023 by each of our NEOs.

  141. Option Exercises and Stock Vested at 2023 Fiscal Year-End Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Earned on Vesting (#) | Value Realized on Vesting ($)(2) | | Kevin Yeaman | 191,669 | 7,764,591 | 59,766 | 4,291,068 | | Robert Park | — | — | 8,380 | 538,666 | | Andy Sherman | 48,000 | 1,540,399 | 19,151 | 1,375,424 | | John Couling | 141,303 | 5,778,795 | 17,989 | 1,293,828 | | Todd Pendleton | 23,671 | 391,630 | 14,786 | 1,063,770 |

  142. Option Exercises and Stock Vested at 2023 Fiscal Year-End Table

    | (1) The value realized on the exercise of each stock option is equal to the difference between the market price of our Class A Common Stock on the date of exercise and the per share exercise price, multiplied by the number of shares exercised. |

  143. Option Exercises and Stock Vested at 2023 Fiscal Year-End Table

    | (2) The value realized on the vesting of each restricted stock unit award is based on the market price of our Class A Common Stock on the date of vesting multiplied by the number of shares vested. |

  144. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We did not sponsor any pension or other nonqualified deferred compensation plan for our NEOs during fiscal 2023.

  145. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  146. Estimated Payments upon Termination or Change in Control

    Estimated Payments upon Termination or Change in Control The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs. Payments and benefits are estimated assuming that the triggering event took place on the last day of fiscal 2023 (September 29, 2023), and the price per share of our Class A Common Stock was the closing price on the NYSE on that date ($79.26 per share). These payments and benefits are in addition to benefits available generally to our salaried employees, such as distributions under Dolby’s 401(k) plan, medical benefits, disability benefits, and accrued vacation pay. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate the potential payments and benefits is different.

  147. Estimated Payments upon Termination or Change in Control

    | | Potential Payments Upon: | | | | | | | | | Type of Benefit | Change in Control without Assumption of Outstanding Equity Awards ($) | Voluntary Termination Not for Good Reason or Termination for Cause ($) | Involuntary Termination Other Than for Cause | | Voluntary Termination for Good Reason | | | Name | | | | Prior to Change in Control ($) | Within 12 Months of Change in Control ($) | Prior to Change in Control ($) | Within 12 Months of Change in Control ($) | | Kevin Yeaman | Cash Severance Payments | — | — | 2,334,938 | 2,805,000 | 2,334,938 | 2,805,000 | | | Vesting Acceleration(1) | 15,903,395 | — | 7,951,579 | 15,903,395 | 7,951,579 | 15,903,395 | | | Continued Coverage of Employee Benefits(2) | — | — | 65,605 | 87,474 | 65,605 | 87,474 | | | Total Termination Benefits | 15,903,395 | — | 10,352,122 | 18,795,869 | 10,352,122 | 18,795,869 | | Robert Park | Cash Severance Payments | — | — | — | — | — | — | | | Vesting Acceleration(1) | 4,428,590 | — | — | 1,468,472 | — | 1,468,472 | | | Total Termination Benefits | 4,428,590 | — | — | 1,468,472 | — | 1,468,472 | | Andy Sherman | Cash Severance Payments | — | — | — | — | — | — | | | Vesting Acceleration(1) | 5,305,185 | — | — | 5,305,185 | — | 5,305,185 | | | Total Termination Benefits | 5,305,185 | — | — | 5,305,185 | — | 5,305,185 | | John Couling | Cash Severance Payments | — | — | — | — | — | — | | | Vesting Acceleration(1) | 5,841,315 | — | — | 5,841,315 | — | 5,841,315 | | | Total Termination Benefits | 5,841,315 | — | — | 5,841,315 | — | 5,841,315 | | Todd Pendleton | Cash Severance Payments | — | — | — | — | — | — | | | Vesting Acceleration(1) | 4,646,024 | — | — | 4,646,024 | — | 4,646,024 | | | Total Termination Benefits | 4,646,024 | — | — | 4,646,024 | — | 4,646,024 |

  148. Estimated Payments upon Termination or Change in Control

    | (1) The values reported in the table are based on (i) in the case of stock options, the excess of the closing price of our Class A Common Stock on September 29, 2023 ($79.26 per share, or the “FY23 Closing Price”) over the per share exercise price with respect to unvested |

  149. Estimated Payments upon Termination or Change in Control

    | shares, multiplied by the number of shares accelerated, (ii) in the case of restricted stock unit awards, the FY23 Closing Price multiplied by the number of shares accelerated, and (iii) in the case of performance stock unit awards, the FY23 Closing Price multiplied by the number of shares subject to acceleration that are deemed to be earned due to satisfaction of performance conditions. |

  150. Estimated Payments upon Termination or Change in Control

    | (2) Assumes continued coverage of health benefits at the same level of coverage provided for at the end of fiscal 2023. |

  151. Pay Ratio Disclosure

    Pay Ratio Disclosure We are providing below the ratio of the annual total compensation of our CEO, Kevin Yeaman, to the median of the annual total compensation of all our employees (excluding our CEO). For fiscal 2023:

  152. Pay Ratio Disclosure

    | • | Mr. Yeaman’s annual total compensation, as reported in the Fiscal 2023 Summary Compensation Table included elsewhere in this Proxy Statement, was $9,504,201; |

  153. Pay Ratio Disclosure

    | • | The annual total compensation of our median employee was $149,421; and |

  154. Pay Ratio Disclosure

    | • | The ratio of Mr. Yeaman’s annual total compensation to the median of the annual total compensation of all our employees was 64 to 1. |

  155. Pay Ratio Disclosure

    To identify our median employee, we took the following steps:

  156. Pay Ratio Disclosure

    | • | We selected September 29, 2023 as the determination date for purposes of identifying our median employee. |

  157. Pay Ratio Disclosure

    | • | We selected our median employee based on 2,356 full-time, part-time, and temporary workers who were employed as of the determination date. |

  158. Pay Ratio Disclosure

    | • | We selected our median employee using a compensation measure that consists of cash compensation earned for fiscal 2023 (base salary, hourly wages, overtime pay, and quarterly and annual incentive compensation) and the grant date fair value of equity awards for fiscal 2023. We excluded for this purpose any one-time or special awards, such as “spot” or sign-on bonuses, new-hire or promotion/retention equity awards. |

  159. Pay Ratio Disclosure

    | • | We did not rely on the data privacy, de minimis or acquired company exceptions allowed by SEC rules. We also did not annualize compensation for any employees that were only employed for part of fiscal 2023, nor did we use any cost-of-living adjustment. |

  160. Pay Ratio Disclosure

    | • | We converted amounts paid to employees in foreign currencies to U.S. dollars using foreign exchange rates in effect in our employee data system as of September 29, 2023. |

  161. Pay Ratio Disclosure

    | • | All employees except for our CEO were ranked from lowest to highest with the median determined from this list. |

  162. Pay Ratio Disclosure

    Once we identified our median employee, we determined that employee’s annual total compensation in the same manner that we calculate the total compensation of our CEO and other NEOs for purposes of the Fiscal 2023 Summary Compensation Table. This annual total compensation amount for our median employee was then compared to the amount reported in the “Total” column for our CEO in the Fiscal 2023 Summary Compensation Table to determine the pay ratio. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. Because SEC rules for identifying the median compensated employee 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, 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 use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  163. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, the following table provides certain information about the compensation for our Principal Executive Officer (“PEO”) and other individuals constituting our NEOs (“Non-PEO NEOs”) for our fiscal years 2023, 2022 and 2021. The table also provides information about certain financial performance measures of the company for the same fiscal years. For more information on our executive compensation program and decisions for our 2023 fiscal year, including our pay-for-performance orientation and how the Compensation Committee aligns executive compensation with the company’s performance, see “Compensation Discussion and Analysis” above.

  164. Pay Versus Performance Table

    Pay Versus Performance Table

  165. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: (4) | | | | | Fiscal Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) ($) | Company Total Shareholder Return (“TSR”) ($) | Peer Group TSR (5) ($) | Net Income (6) ($millions) | Company Selected Measure: Revenue (7) ($millions) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2023 | 9,504,201 | 13,698,921 | 3,471,341 | 4,718,848 | 126.43 | 144.14 | 201 | 1,300 | | 2022 | 9,407,217 | 27,520 | 3,559,881 | 971,483 | 102.50 | 124.78 | 184 | 1,254 | | 2021 | 9,629,118 | 23,634,184 | 3,427,478 | 7,471,656 | 143.65 | 150.45 | 310 | 1,281 |

  166. Pay Versus Performance Table

    | (1) Our PEO for each of the fiscal years shown in the table is Kevin Yeaman, our Chief Executive Officer. Amount reflects the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO for the corresponding fiscal year. |

  167. Pay Versus Performance Table

    | (2) Amounts reflect the “compensation actually paid” (“CAP”) of our PEO, or the average of the CAP of our Non-PEO NEOs, for each fiscal year. CAP does not necessarily reflect amounts of compensation actually earned, realized, or received by our PEO or Non-PEO NEOs in each fiscal year. Rather, CAP is calculated starting with the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO or Non-PEO NEOs, as applicable, for each fiscal year (and averaged for our Non-PEO NEOs), as adjusted in accordance with the requirements of Item 402(v) of Regulation S-K. The following adjustments were made to the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO and the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs: |

  168. Pay Versus Performance Table

    | | Fiscal 2021 | | Fiscal 2022 | | Fiscal 2023 | | | | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 9,629,118 | 3,427,478 | 9,407,217 | 3,559,881 | 9,504,201 | 3,471,341 | | – grant date fair value of awards granted in fiscal year | (7,714,820) | (2,469,032) | (8,118,208) | (2,952,358) | (7,623,406) | (2,557,474) | | + fair value of outstanding and unvested awards at fiscal year-end that were granted in fiscal year | 7,481,207 | 2,394,270 | 5,269,996 | 2,143,892 | 9,139,203 | 3,065,988 | | +/– change, from prior fiscal year-end, in fair value of awards granted in any prior fiscal year outstanding and unvested at fiscal year-end | 7,006,852 | 2,116,349 | (5,222,155) | (640,264) | 1,935,106 | 566,566 | | +/– change, from prior fiscal year-end, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year | 7,231,826 | 2,002,591 | (1,309,330) | (176,698) | 743,817 | 172,427 | | – fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year | 0 | 0 | 0 | (962,970) | 0 | 0 | | Compensation Actually Paid (a) | 23,634,184 | 7,471,656 | 27,520 | 971,483 | 13,698,921 | 4,718,848 |

  169. Pay Versus Performance Table

    | (a) No awards granted in any of the fiscal years shown vested in the fiscal year of grant. The company has not paid dividends or other earnings on unvested awards for the fiscal years shown, and the company does not sponsor any pension arrangements for any of the PEO and Non-PEO NEOs for the fiscal years shown. Accordingly, no adjustments were made for these items. |

  170. Pay Versus Performance Table

    | (3) Amount reflects the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs for the corresponding fiscal year. Our Non-PEO NEOs for each of the fiscal years shown in the Pay Versus Performance Table are: |

  171. Pay Versus Performance Table

    | 2023: | Robert Park, Andy Sherman, John Couling, and Todd Pendleton | | 2022: | Lewis Chew, Robert Park, Andy Sherman, John Couling, and Shriram Revankar | | 2021: | Lewis Chew, Andy Sherman, Giles Baker, and Todd Pendleton |

  172. Pay Versus Performance Table

    | (4) The total shareholder return, or TSR, of each of the company and the Peer Group is calculated by assuming that an investment of $100 is made in our Class A common stock and in the S&P MidCap 400 Index (^MID) (“S&P 400 Index”), respectively, starting from the market close on September 25, 2020, which is the last trading day before our fiscal year 2021, through and including the end of the fiscal year shown. Total shareholder return includes reinvestment of dividends into shares of common stock of the applicable company. Historical stock performance is not necessarily indicative of future stock performance. Disclosure of the TSRs is required by Item 402(v) of Regulation S-K and is not intended to forecast or be indicative of possible future performance of our Class A common stock or the S&P 400 Index. |

  173. Pay Versus Performance Table

    | (5) The Peer Group is based on the S&P 400 Index as also identified in the Stock Price Performance Graph included in our Annual Report on Form 10-K for our fiscal year 2023. |

  174. Pay Versus Performance Table

    | (6) Amount reflects the company’s net income determined in accordance with U.S. generally accepted accounting principles (“GAAP”). |

  175. Pay Versus Performance Table

    | (7) The “Company Selected Measure” is the company’s revenue determined in accordance with GAAP. For a discussion of how revenue is used to link executive compensation with the company’s performance, see “Compensation Discussion and Analysis” above. |

  176. Relationship Between Compensation Actually Paid and Company Performance

    Relationship Between Compensation Actually Paid and Company Performance As described in more detail in “Compensation Discussion and Analysis” above, our executive compensation program reflects a variable pay-for-performance orientation. We use several company performance measures to align executive compensation with company performance. The Compensation Committee generally seeks to incentivize long-term performance, and does not consider the SEC-mandated definition of Compensation Actually Paid in any fiscal year (as measured in accordance with Item 402(v) of Regulation S-K) in determining or evaluating executive compensation. Further, consistent with our focus on the long-term performance of the company, equity awards granted under the company’s executive compensation program typically vest over multiple years. Changes in our stock price can impact the fair values (as determined in accordance with Item 402(v) of Regulation S-K) of these equity awards over their multi-year vesting periods. Since determinations of CAP take into account these fair values, the company’s TSR among other factors may cause CAP amounts to vary significantly from year to year.

  177. Relationship Between Compensation Actually Paid and Total Shareholder Return

    Relationship Between Compensation Actually Paid and Total Shareholder Return The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the cumulative TSR for each of the company and the S&P 400 Index, over the three fiscal years as presented in the Pay Versus Performance Table above. The comparison of the TSRs is required by Item 402(v) of Regulation S-K and is not intended to forecast or be indicative of possible future performance of our Class A common stock or the S&P 400 Index. The company does not use absolute cumulative TSR as a company performance measure in its executive compensation program.

  178. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the company’s GAAP net income over the three fiscal years as presented in the Pay Versus Performance Table above. The company does not use net income as a company performance measure in its executive compensation program.

  179. Relationship Between Compensation Actually Paid and Revenue

    Relationship Between Compensation Actually Paid and Revenue The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the Company Selected Measure, which is the company’s GAAP revenue, over the three fiscal years as presented in the Pay Versus Performance Table above. For a discussion of how revenue is used to link executive compensation with the company’s performance, see “Compensation Discussion and Analysis” above.