DEF 14A of Netgear, Inc., Apr 18, 2024

DEF 14A of Netgear, Inc.

Filed Apr 18, 2024 · FY20230001193125-24-100773

Open on EDGAR

  1. Information Concerning the Nominees and Incumbent Directors

    Information Concerning the Nominees and Incumbent Directors The names of the nominees and certain biographical information about them as of April 1, 2024 are set forth below:

  2. Information Concerning the Nominees and Incumbent Directors

    | | | | | | | Committee Memberships | | | | | | Director/Nominee | Age | Director Since | Principal Occupation | Other Public Com- pany Boards | Inde- pen- dent | Audit | Com- pensa- tion | Cyber- secur- ity | Nomin- ating and Corp- orate Govern- ance | Soft- ware and Subscrip- tion | | Charles (CJ) Prober | 52 | 2024 | Chief Executive Officer | 1 | | | | | | | | Sarah S. Butterfass | 46 | 2020 | Chief Product Officer (CPO) at FanDuel | 0 | X | | X | | X | C | | Laura J. Durr | 63 | 2020 | Director/Nominee | 2 | X | C | | X | | | | Shravan K. Goli | 53 | 2021 | Chief Operating Officer at Coursera | 0 | X | | | | X | X | | Bradley L. Maiorino | 53 | 2018 | Corporate Vice President and Chief Information Security Officer of RTX Corporation | 0 | X | X | | C | | | | Janice M. Roberts | 68 | 2019 | Director/Nominee | 1 | X | X | X | | | X | | Thomas H. Waechter | 71 | 2014 | Chairman and Director/Nominee | 0 | X | | | X | C | |

  3. Information Concerning the Nominees and Incumbent Directors

    | | 2024 PROXY STATEMENT | 5 |

  4. Information Concerning the Nominees and Incumbent Directors

    | Committees: • None | Charles (CJ) Prober | | | | Chief Executive Officer Director since: 2024 Age: 52 | | | | Biography Charles (CJ) Prober has served as our Chief Executive Officer and as one of our directors since January 2024. Prior to joining NETGEAR, Mr. Prober served as President and a member of the board of directors of Life360, Inc. (“Life360”), a consumer software company, from January 2022 to July 2023. He joined Life360 via the acquisition of Tile, Inc. (“Tile”), a software and consumer electronics company, in January 2022 and served as the Chief Executive Officer of Tile from September 2018 to January 2022. Mr. Prober also previously served as a member of Tile’s board of directors from February 2018 to January 2022, including as its Executive Chairman from February 2018 to September 2018. Before then, he served as the Chief Operating Officer of GoPro, Inc. from January 2017 to February 2018 and its Senior Vice President of Software and Services from June 2014 to December 2016. Prior thereto, Mr. Prober held executive leadership roles at Electronic Arts Inc., and prior to his executive leadership roles, Mr. Prober was a | consultant with McKinsey & Company and a corporate attorney with Wilson Sonsini Goodrich & Rosati. Mr. Prober currently serves on the boards of directors of Life360 and Glorious Gaming, a private company. Mr. Prober received his Bachelor of Commerce from the University of Manitoba and a Bachelor of Laws from McGill University. Relevant Expertise Mr. Prober brings significant experience to NETGEAR, having been board members and executives of technology companies for over 20 years. Other Public Company Boards Life 360, Inc. |

  5. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Compensation • Nominating and Corporate Governance • Software and Subscription (Chair) | Sarah S. Butterfass | | | | Director Director since: 2020 Age: 46 | | | | Biography Sarah S. Butterfass has served as one of our directors since October 2020. She also currently serves as the Chief Product Officer (CPO) at FanDuel, which she also joined in October 2020. As CPO, Ms. Butterfass leads the product development organization. Prior to FanDuel, Ms. Butterfass served as Groupon’s Chief Product Officer from 2018 to 2020. As Groupon’s top product development leader, Ms. Butterfass oversaw the company’s global product organization in developing the future of the Groupon experience for consumers and businesses across all channels and all verticals. From 2016 to 2018, Ms. Butterfass served as E*TRADE’s Senior Vice President and Head of Customer Experience. While at E*TRADE, she also served as Senior Vice President of the company’s Trader Group and Chief Marketing Officer of OptionsHouse, an E*TRADE company. Prior to E*TRADE, Ms. Butterfass was Vice President of Customer Loyalty at Orbitz and served in other senior product roles from 2011 to 2016. Ms. Butterfass has an M.B.A. from the | Kellogg School of Management and a bachelor’s degree from Northwestern University. Relevant Expertise As a chief product officer at leading edge technology companies and as a prior senior executive and chief marketing officer at other leading technology and e-commerce companies, Ms. Butterfass provides the Company with targeted expertise and insight into product, subscription services, and software, as well as extensive operational, strategic and executive management experience. Other Public Company Boards None |

  6. Information Concerning the Nominees and Incumbent Directors

    | 6 | 2024 PROXY STATEMENT | |

  7. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Audit (Chair) • Cybersecurity | Laura J. Durr | | | | Director Director since: 2020 Age: 63 | | | | Biography Laura J. Durr has served as one of our directors since January 2020. Ms. Durr served as the Executive Vice President and Chief Financial Officer of Polycom, Inc. from May 2014 until its acquisition by Plantronics Inc. in July 2018. Prior to becoming Chief Financial Officer, Ms. Durr held various finance leadership roles at Polycom between 2004 and 2014, including Senior Vice President-Worldwide Finance, Chief Accounting Officer and Worldwide Controller. Prior to joining Polycom, Ms. Durr held executive positions in finance and administration at Lucent Technologies and International Network Services and also spent six years at Price Waterhouse LLP. Ms. Durr also serves on the board of directors of Xperi Inc. (public) and Owlet, Inc. (public). Ms. Durr was a certified public accountant and holds a B.S. in Accounting from San Jose State University. | Relevant Expertise Ms. Durr provides valuable operational, cybersecurity and strategic experience and insight, given her background in finance and strategy for leading Silicon Valley technology companies. Other Public Company Boards Xperi Inc. Owlet, Inc. |

  8. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Nominating and Corporate Governance • Software and Subscription | Shravan K. Goli | | | | Director Director since: 2021 Age: 53 | | | | Biography Shravan K. Goli has served as one of our directors since October 2021. He also currently serves as the Chief Operating Officer, and has previously served as Chief Product Officer and Head of Consumer Revenue, at Coursera, which he joined in April 2018. Prior to Coursera, Mr. Goli was at DHI Group Inc. where he initially served as President of Dice, a tech job marketplace, and successfully led the growth strategy and operations for Dice, Dice International, ClearanceJobs and Slashdot Media from March 2013 to June 2017. From December 2009 to March 2013, Mr. Goli served as President and Chief Executive Officer of Dictionary.com where he sparked impressive growth through product innovation. From April 2009 to December 2009, Mr. Goli was GM for Social Media Business at Slide, Inc. From November 2005 to March 2009, Mr. Goli was GM at Yahoo!. From January 1995 to November 2005, Mr. Goli was at Microsoft where he started out as an early member of the MSN.com team and led the launch of several MSN services and subsequently held roles in the home and entertainment division. In addition, he was | a co-founder of Corners.In, a content-centric social networking service. Mr. Goli holds a M.B.A. from the University of Washington and a M.S. in computer science from the University of Maryland. Relevant Expertise As chief operating officer and former chief product officer and head of consumer revenue of a public company and prior senior executive at other relevant technology companies, Mr. Goli provides the Company with expertise and insight into technology, subscription services, operations and artificial intelligence, and provides valuable operational, strategic and executive management experience. Other Public Company Boards None |

  9. Information Concerning the Nominees and Incumbent Directors

    | | 2024 PROXY STATEMENT | 7 |

  10. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Audit • Cybersecurity (Chair) | Bradley L. Maiorino | | | | Director Director since: 2018 Age: 53 | | | | Biography Bradley L. Maiorino has served as one of our directors since July 2018. Since April 2021, he has served as Corporate Vice President and Chief Information Security Officer of RTX Corporation, a top aerospace and defense company. Prior to that, Mr. Maiorino served as the Chief Information Security Officer at Thomson Reuters Corporation, a leading provider of business information services. From April 2017 to May 2019, Mr. Maiorino served as an Executive Vice President at Booz Allen Hamilton Inc., a management and technology consulting firm. From June 2014 to April 2017, he served as Senior Vice President and Chief Information Security Officer at Target Corporation, the second largest general merchandise retailer in the United States. From July 2012 to June 2014, Mr. Maiorino was the Chief Information Security and Technology Risk Officer at General Motors Company, an automotive manufacturing and financing services company. Prior to that, from | April 2001 to July 2012, he held various leadership roles in the technology organization of General Electric Company, a global digital industrial company, ultimately serving as Chief Information Security Officer for the company. Mr. Maiorino holds a B.S. degree in professional computer studies from Pace University. Relevant Expertise Mr. Maiorino brings more than 25 years of experience, with diverse business experience and a track record of building and leading global teams within Fortune 50 firms. He has a deep understanding of technology, cybersecurity and risk management, and also has significant contacts and relationships in the technology and cybersecurity community. Other Public Company Boards None |

  11. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Audit • Compensation • Software and Subscription | Janice M. Roberts | | | | Director Director since: 2019 Age: 68 | | | | Biography Janice M. Roberts has served as one of our directors since February 2019. Ms. Roberts is an experienced global technology executive and venture capitalist based in Silicon Valley, where her board experience spans public, private, and nonprofit organizations. Ms. Roberts currently serves on the board of Zebra Technologies, Inc., Totango Inc., Bourbaki Intelligent Systems Inc. aka MinervaCQ, and Uneeq Ltd. She is also a member of the Board of Trustees of the Good Samaritan Hospital (HCA Healthcare Inc.) San Jose, CA. Most recently she served as director of Zynga Inc. until its acquisition by Take-Two Interactive Software, Inc., where she served as Lead Independent Director, Chair of Compensation Committee and Co-Chair Strategic Committee. Other recent boards include serving as Director of RealNetworks, Inc. for nearly 10 years, until 2020. Since April 2014, she has been a partner/advisory partner at Benhamou Global Ventures; an early stage investor in Enterprise 4.0 and AI companies. From 2000 to 2013, Ms. Roberts served as Managing Director of Mayfield Fund, investing in wireless, mobile, enterprise and consumer technology companies. From 1992 to 2000, Ms. Roberts was employed by 3Com Corporation (later acquired by Hewlett Packard), where she held various executive positions, including Senior Vice President of Global Marketing and Business Development, President of 3Com Ventures and President of the Palm Computing Business Unit. | She also serves on the advisory board of VividQ Ltd and Illuminate Ventures. Ms. Roberts is a member of the Advisory Board, after serving as Director of GBx Global.org, a technology community connecting British entrepreneurs in the San Francisco Bay Area and was a Board Director and President of the Ronald McDonald House at Stanford from 2011 to 2017. Ms. Roberts holds a Bachelor of Commerce degree (Honours) from the University of Birmingham in the U.K. Relevant Expertise Ms. Roberts provides extensive executive and board-level experience from technology companies in multiple product areas and sectors, including networking and communications products, software, microprocessor technology, gaming and applications, spanning consumer, business and service provider markets. She has considerable board governance experience having served on all committees; and as Lead Independent Director. Ms. Roberts’ capabilities include general management, development of new executive compensation programs, company strategy, marketing and product positioning, mergers & acquisitions, and diversity and inclusion initiatives. Other Public Company Boards Zebra Technologies, Inc. |

  12. Information Concerning the Nominees and Incumbent Directors

    | 8 | 2024 PROXY STATEMENT | |

  13. Information Concerning the Nominees and Incumbent Directors

    | Committees: • Nominating and Corporate Governance (Chair) • Cybersecurity | Thomas H. Waechter | | | | Director Director since: 2014 Age: 71 | | | | Biography Thomas H. Waechter has served as one of our directors since December 2014. Mr. Waechter currently is a private investor. From January 2009 to August 2015, Mr. Waechter served as President, Chief Executive Officer and a member of the board of directors of JDS Uniphase Corporation (now Viavi Solutions Inc.), a leading provider of communications test and measurement solutions and optical products. He previously served as Executive Vice President and President of the Communications Test & Measurement Group of JDS Uniphase Corp. from 2007 until becoming Chief Executive Officer. Prior to that, Mr. Waechter held a wide variety of executive positions, including Chief Operating Officer at Harris Stratex Networks (now Aviat Networks, Inc.), President and Chief Executive Officer at Stratex Networks, President and Chief Executive Officer at REMEC Corporation and President and Chief Executive Officer of Spectrian Corporation. Additionally, he held a number of global executive-level positions during his | 14-year career with Schlumberger Ltd. Mr. Waechter is a National Association of Corporate Directors (NACD) Board Leadership Fellow. He holds a Bachelor of Business Administration from The College of William and Mary. Relevant Expertise As a recent chief executive officer of a public company and as a prior senior executive in a variety of highly relevant technology companies and international industries, Mr. Waechter provides the Company with extensive operational, cybersecurity, strategic and executive management experience. Other Public Company Boards None |

  14. Information Concerning the Nominees and Incumbent Directors

    | | 2024 PROXY STATEMENT | 9 |

  15. Information Concerning the Nominees and Incumbent Directors

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

  16. Fiscal Year 2023 Director Compensation

    Fiscal Year 2023 Director Compensation The following Director Compensation Table sets forth certain information regarding the compensation of our non-employee directors for the 2023 fiscal year.

  17. Fiscal Year 2023 Director Compensation

    | Name | Fees Earned In Cash ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2) | Total ($) | | Sarah S. Butterfass | 90,000 | 199,990 | — | 289,990 | | Laura J. Durr | 95,000 | 199,990 | — | 294,990 | | Shravan K. Goli | 70,000 | 199,990 | — | 269,990 | | Bradley L. Maiorino | 90,000 | 199,990 | — | 289,990 | | Janice M. Roberts | 85,000 | 199,990 | — | 284,990 | | Barbara V. Scherer | 85,000 | 199,990 | — | 284,990 | | Thomas H. Waechter | 107,000 | 199,990 | — | 306,990 |

  18. Fiscal Year 2023 Director Compensation

    | (1) The amounts included in the “Stock Awards” column represent the full grant date value of non-option stock awards (restricted stock units) granted in 2023 calculated utilizing the provisions of the authoritative guidance for stock compensation without regard to vesting. For a discussion of the valuation assumptions, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, each Director had the following number of NETGEAR restricted stock units outstanding: Ms. Butterfass, 14,064 units; Ms. Durr, 14,064 units; Mr. Goli, 14,064 units; Mr. Maiorino, 14,064 units; Ms. Roberts, 14,064 units; Ms. Scherer, 14,064 units; and Mr. Waechter, 14,064 units. |

  19. Fiscal Year 2023 Director Compensation

    | (2) There were no stock option awards made to the Directors in 2023. As of December 31, 2023, none of the Directors had options outstanding. |

  20. Fiscal Year 2023 Director Compensation

    | (3) On June 1, 2023, each of the then-serving directors was issued 14,064 restricted stock units, which vest entirely on the date of the 2024 Annual Meeting of Stockholders. |

  21. Board of Directors’ Recommendation

    Board of Directors’ Recommendation As an advisory vote, this proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers. The Company intends to conduct an advisory vote to approve the Company’s executive compensation annually. The next such vote would be conducted at our 2025 Annual Meeting of Stockholders. Our Board of Directors has unanimously approved this proposal and recommends that stockholders vote “FOR” the approval of the compensation of our Named Executive Officers.

  22. Board of Directors’ Recommendation

    | | 2024 PROXY STATEMENT | 23 |

  23. Board of Directors’ Recommendation

    Executive Officers

  24. Board of Directors’ Recommendation

    | | Charles (CJ) Prober | | | Chief Executive Officer, Age: 52 Charles (CJ) Prober has served as our Chief Executive Officer and as one of our directors since January 2024. Prior to joining NETGEAR, Mr. Prober served as President and a member of the board of directors of Life360, Inc. (“Life360”), a consumer software company, from January 2022 to July 2023. He joined Life360 via the acquisition of Tile, Inc. (“Tile”), a software and consumer electronics company, in January 2022 and served as the Chief Executive Officer of Tile from September 2018 to January 2022. Mr. Prober also previously served as a member of Tile’s board of directors from February 2018 to January 2022, including as its Executive Chairman from February 2018 to September 2018. Before then, he served as the Chief Operating Officer of GoPro, Inc. from January 2017 to February 2018 and its Senior Vice President of Software and Services from June 2014 to December 2016. Prior thereto, Mr. Prober held executive leadership roles at Electronic Arts Inc., and prior to his executive leadership roles, Mr. Prober was a consultant with McKinsey & Company and a corporate attorney with Wilson Sonsini Goodrich & Rosati. Mr. Prober currently serves on the boards of directors of Life360 and Glorious Gaming, a private company. Mr. Prober received his Bachelor of Commerce from the University of Manitoba and a Bachelor of Laws from McGill University. |

  25. Board of Directors’ Recommendation

    | | Bryan D. Murray | | | Chief Financial Officer, Age: 49 Bryan D. Murray has served as our Chief Financial Officer since August 2018. He has been with NETGEAR since November 2001, serving in various management roles within the finance organization. Prior to assuming the role of CFO, he served as NETGEAR’s Vice President of Finance and Corporate Controller since June 2011. Before joining NETGEAR in 2001, he worked in public accounting at Deloitte and Touche LLP. He holds a B.A. from the University of California, Santa Barbara, and is licensed as a Certified Public Accountant (inactive). |

  26. Board of Directors’ Recommendation

    | | Heidi B. Cormack | | | Chief Marketing Officer, Age: 49 Heidi B. Cormack has served as our Chief Marketing Officer since July 2021 and Senior Vice President of Global Marketing from November 2017 to July 2021. She has been with NETGEAR since July 2009, serving in various management roles within the marketing organization. Prior to assuming the role of Senior Vice President of Global Marketing, Ms. Cormack served as NETGEAR’s Vice President of Corporate Marketing, and Director of Regional Marketing prior to that. Before joining NETGEAR, Ms. Cormack held positions at Virgin Mobile (Australia) PTY Limited, Red Bull GmbH and Sony Computer Entertainment, Inc. in various marketing roles and completed business studies at the Sunshine Coast Business Academy in Australia. |

  27. Board of Directors’ Recommendation

    | 24 | 2024 PROXY STATEMENT | |

  28. Board of Directors’ Recommendation

    | | Michael F. Falcon | | | Chief Operations Officer, Age: 68 Michael F. Falcon has served as our Chief Operations Officer since November 2017, Senior Vice President of Worldwide Operations and Support from January 2009 to November 2017, Senior Vice President of Operations from March 2006 to January 2009, and Vice President of Operations from November 2002 to March 2006. Prior to joining us, Mr. Falcon was at Quantum Corporation, where he served as Vice President of Operations and Supply Chain Management from September 1999 to November 2002, Meridian Data (acquired by Quantum Corporation), where he served as Vice President of Operations from April 1999 to September 1999, and Silicon Valley Group, where he served as Director of Operations, Strategic Planning and Supply Chain Management from February 1989 to April 1999. Prior to February 1989, Mr. Falcon served in management positions at SCI Systems, an electronics manufacturer, Xerox Imaging Systems, a provider of scanning and text recognition solutions, and Plantronics, Inc., a provider of lightweight communication headsets. Mr. Falcon received a B.A. degree in Economics with honors from the University of California, Santa Cruz and has completed coursework in the M.B.A. program at Santa Clara University. |

  29. Board of Directors’ Recommendation

    | | David J. Henry | | | President and General Manager of Connected Home Products and Services and Director, Age: 51 David J. Henry has served as our President and General Manager of Connected Home Products and Services since July 2021. Mr. Henry has served as a member of the Board of Directors from July 2021 to June 2023. He has been with NETGEAR since July 2004, most recently serving as our Senior Vice President of Connected Home Products and Services from January 2016 to July 2017, Vice President of Product Management of our retail business unit from March 2011 to January 2016 and as our Senior Director of Product Marketing from October 2010 to March 2011. Prior to NETGEAR, Mr. Henry was a senior product manager for the high technology vertical application at Siebel Systems (acquired by Oracle Corporation). His professional experience also includes business process and information technology consulting with Deloitte Consulting. Mr. Henry received a B.S. degree in Electrical Engineering from the University of Washington, a M.S. in Engineering Management and a M.B.A. from Stanford University. |

  30. Board of Directors’ Recommendation

    | | Andrew W. Kim | | | Chief Legal Officer, Senior Vice President of Corporate Development, and Corporate Secretary, Age: 53 Andrew W. Kim has served as our Chief Legal Officer, Senior Vice President of Corporate Development and Corporate Secretary since July 2021, Senior Vice President of Corporate Development, General Counsel and Corporate Secretary from July 2013 to July 2021, Vice President, Legal and Corporate Development and Corporate Secretary from October 2008 to July 2013, and as our Associate General Counsel from March 2008 to October 2008. Prior to joining NETGEAR, Mr. Kim served as Special Counsel in the Corporate and Securities Department of Wilson Sonsini Goodrich & Rosati, a private law firm, where he represented public and private technology companies in a wide range of matters, including mergers and acquisitions, debt and equity financing arrangements, securities law compliance and corporate governance from 2000 to 2003 and 2006 to 2008. In between his two terms at Wilson Sonsini Goodrich & Rosati, Mr. Kim served as Partner in the Business and Finance Department of the law firm Schwartz Cooper Chartered in Chicago, Illinois, and was an Adjunct Professor of Entrepreneurship at the Illinois Institute of Technology. Mr. Kim holds a J.D. from Cornell Law School, and received a B.A. degree in history from Yale University. |

  31. Board of Directors’ Recommendation

    | | 2024 PROXY STATEMENT | 25 |

  32. Board of Directors’ Recommendation

    | | Tamesa T. Rogers | | | Chief People Officer, Age: 50 Tamesa T. Rogers has served as our Chief People Officer since July 2021, Senior Vice President, Human Resources from July 2013 to July 2021, Vice President, Human Resources from January 2009 to July 2013, Director, Worldwide Human Resources from September 2006 to January 2009 and as our Senior Human Resources Manager from December 2003 to September 2006. From March 2000 to December 2003, Ms. Rogers worked at TriNet Employer Group, a professional employer organization, as a Human Resources Manager, providing HR consulting to technology companies throughout Silicon Valley. Prior to TriNet, Ms. Rogers served in various human resources functions in several Northern California companies. Ms. Rogers received a B.A. in Communication Studies from the University of California, Santa Barbara and an M.S. in Counseling from California State University, Hayward. |

  33. Board of Directors’ Recommendation

    | | Michael A. Werdann | | | Chief Revenue Officer, Age: 55 Michael A. Werdann has served as our Chief Revenue Officer since July 2021, Senior Vice President of Worldwide Sales from October 2015 to July 2021, Worldwide Senior Vice President of Sales for Consumer Products from March 2015 to October 2015 and Vice President of Americas Sales from December 2003 to March 2015. Since joining us in 1998, Mr. Werdann has served as our United States Director of Sales, E-Commerce and DMR from December 2002 to December 2003 and as our Eastern Regional Sales Director from October 1998 to December 2002. Prior to joining us, Mr. Werdann worked for three years at Iomega Corporation, a computer hardware company, as a Sales Director for the value-added reseller sector. Mr. Werdann holds a B.S. Degree in Communications from Seton Hall University. |

  34. Board of Directors’ Recommendation

    | | Dr. Martin D. Westhead | | | Chief Technology Officer of Software, Age: 53 Martin D. Westhead, Ph.D. has served as our Chief Technology Officer of Software since December 2019. Prior to joining NETGEAR, Dr. Westhead was with Groupon from March 2014, where he became VP Engineering for Consumer Engineering team, responsible for the company’s end-to-end customer experience on mobile and web. Prior to Groupon, Dr. Westhead led several software organizations, including at Ning, a social network startup, and Avaya, a telephony company, and founded two companies in network management tools. He lectured for Stanford’s Continuing Studies Business Department. Dr. Westhead received his B.S. and Ph.D. degrees from the Department of AI and Computer Science in the University of Edinburgh, U.K. |

  35. Board of Directors’ Recommendation

    | 26 | 2024 PROXY STATEMENT | |

  36. Contents

    | Executive Summary | Page 27 | | General Compensation Philosophy | Page 29 | | Designing a Competitive Compensation Package | Page 30 | | Compensation Committee Consultant | Page 32 | | Setting the Pay Mix | Page 32 | | Other Compensation Policies and Information | Page 36 |

  37. Compensation Overview

    Compensation Overview Our independent Compensation Committee makes compensation decisions for our executive officers. The Compensation Committee recognizes our need to retain our NEOs and other executive officers and to motivate them to meet or exceed short-term goals and long-term objectives, while also creating sustainable long-term value for our stockholders. Accordingly, we designed an executive compensation program for 2023 that tied a substantial portion of the NEOs’ compensation directly to achievement of rigorous performance objectives over a sustained period. We believe the compensation program for our NEOs is instrumental in driving our focus on this long-term growth and strong financial performance, particularly because our approach placed a significant percentage of their compensation at-risk and correspondingly rewarded them when they achieved objectives and delivered stockholder value. In 2023, our Compensation Committee continued to include performance stock units, or PSUs, as a meaningful portion of long-term incentive compensation for executive officers. The PSUs granted in 2023 have a 3-year performance period and will vest based on the achievement of the Company attaining certain annualized service revenue goals. The compensation of our NEOs consists of three main elements: Compensation is based on overall company performance as well as individual performance. We seek to position total compensation for Named Executive Officers at or near the median for our Peer Group, as identified below, which reflects the highly competitive market in which we operate. We believe that all of these factors help us achieve total compensation for our Named Executive Officers that is fair, reasonable and competitive. For 2023, our NEOs (other than Mr. Werdann) were eligible to receive payments under our executive bonus plan based on the 2023 financial results of the Company, our Connected Home segment, and/or our NETGEAR for Business segment. However, we did not achieve the threshold level of performance for Messrs. Lo, Murray, and Mehta, and no bonuses were earned by these NEOs under the plan. Mr. Henry received a bonus under our 2023 executive bonus plan based on the Company’s performance, and Mr. Werdann received payments under his sales commission plan. We also granted to our NEOs the PSUs described above and awards of restricted stock units, or RSUs.

  38. Executive Compensation Practices

    | What We Do | What We Don’t Do | | ✓ Employ a pay-for-performance philosophy reflected in program design and target pay levels ✓ Set challenging targets for executive officers to earn cash incentives ✓ Rely on an independent Compensation Committee and engage an independent compensation consultant ✓ Maintain stock ownership guidelines for executive officers and directors ✓ Maintain a clawback policy ✓ Engage regularly with stockholders | × No guaranteed bonuses × No compensation plans that encourage excessive risk taking × No executive benefits or perquisites outside of participation in broad-based plans × No strict benchmarking of compensation to a specific percentile of our peer group × No tax gross-ups (except milestone work anniversary gifts) × No short sales, hedging or pledging of stock ownership positions and transactions involving derivatives of our common stock |

  39. Designing a Competitive Compensation Package

    Designing a Competitive Compensation Package Recruitment and retention of our Named Executive Officers and other executive management require a competitive compensation package. Our Compensation Committee has the responsibility for evaluating the executive compensation plans, policies, and programs and making such recommendations or changes as it deems appropriate. Our Compensation Committee’s approach emphasizes setting total compensation for executives, which consists of base salary and benefits, annual cash incentive and long-term incentive awards, at or near the median of the Peer Group. For 2023 compensation comparison purposes, the Peer Group was reviewed and updated in January 2023 by Frederic W. Cook & Co., Inc., the Compensation Committee’s independent compensation consultant, with input from Mr. Lo and our Compensation Committee and final approval by the Compensation Committee. The 2023 updates to our Peer Group relative to 2022 included removing (1) Plantronics, Inc., which was acquired, and (2) Ciena Corporation and Super Micro Computer, Inc., which had substantially more revenue than the Company. The 2023 updates also included adding two new companies, Avid Technology, Inc. and Harmonic Inc., each of which met the objective size and industry criteria as well as other factors that the Compensation Committee deemed relevant. Accordingly, the Peer Group for 2023 consists of the following 18 U.S.

  40. Designing a Competitive Compensation Package

    | 30 | 2024 PROXY STATEMENT | |

  41. Designing a Competitive Compensation Package

    publicly traded companies from the computer peripheral, communications equipment, and consumer electronics industries of relatively similar annual revenue and market capitalization as compared to us:

  42. Designing a Competitive Compensation Package

    | COMPENSATION PEER GROUP | | | ADTRAN, Inc. Avid Technology, Inc. CalAmp Corp. Calix, Inc. Comtech Telecommunications Corp. EchoStar Corporation Extreme Networks, Inc. F5 Networks, Inc. GoPro, Inc. | Harmonic Inc. Infinera Corp. Logitech International S.A. Lumentum Holdings Inc. NetScout Systems, Inc. Ribbon Communications Inc. Sonos, Inc. ViaSat, Inc. Viavi Solutions Inc. |

  43. Designing a Competitive Compensation Package

    For companies within the Peer Group, the median revenue (trailing four quarters) at the time of review in January 2023 was approximately $1.17 billion, the median operating income (trailing four quarters) was approximately $59 million, and the median market capitalization (average in 2022) was approximately $1.71 billion. Relative to the Peer Group at the time of review, the Company ranked at approximately the 43rd percentile by revenue (trailing four quarters), the 18th percentile by operating income (trailing four quarters), and at the 17th percentile by market capitalization (average in 2022). Each element of compensation as well as total compensation are quantified and reviewed to determine the Company’s competitiveness compared to the Peer Group. Precise comparisons of some forms of compensation are not possible due to lack of data or different valuation approaches for compensation that is contingent, of uncertain duration or not dollar or share-based. Therefore, certain comparisons are based on observations generally rather than comparison survey data. In determining the appropriate individual compensation levels for Named Executive Officers, the Compensation Committee considers the Peer Group compensation data as well as the individual’s tenure, experience, skills, and individual and Company performance. Compensation levels for all Named Executive Officers, except the CEO, are developed by the Compensation Committee in consultation with the CEO and our independent third-party compensation consultant. The Compensation Committee engages in an active dialogue with the CEO concerning the Company’s strategic objectives and performance targets. The Compensation Committee reviews the appropriateness of the financial measures used in the incentive plans and the degree of difficulty in achieving specific performance targets. The Compensation Committee also reviews with the CEO the individual responsibilities, abilities and objectives achieved in the prior year for each of the Named Executive Officers. In the case of the CEO, the Compensation Committee develops its own recommendation with the assistance of its independent compensation consultant in executive session without the CEO, or any other member of management, present. The Compensation Committee also consults with the other independent members of the Board of Directors regarding CEO compensation, without the CEO or other management present. The Compensation Committee then independently reviews and approves the compensation for Named Executive Officers and other executive officers.

  44. Designing a Competitive Compensation Package

    | | Component | Primary Purpose | | | Base Salary | Target base salaries for Named Executive Officers at or near the median of the Peer Group to provide a fixed pay element and facilitate a competitive recruitment and retention strategy. | | Performance-Based | Annual Incentive Compensation | Our Named Executive Officers, other than Mr. Werdann, participate in our executive bonus plan and are eligible to earn a cash bonus primarily based upon the level of annual net revenue, contribution income, and/or non-GAAP operating income achieved by the Company, our Connected Home segment, and/or our NETGEAR for Business segment relative to targets established at the beginning of the calendar year. Mr. Werdann participates in a sales commission plan and is eligible to receive a cash commission based upon a non GAAP modified measure of net revenue and profit contribution achieved by the Company relative to target objectives derived from the Company’s annual operating plan and established at the beginning of the calendar year. | | | Long-Term Incentive Compensation | We provide equity-based long-term incentives to link compensation with shareholder value, drive long-term performance, and support retention. In 2023, we continued to include PSUs in our executive compensation program, in furtherance of the Compensation Committee’s goal of enhancing the link between compensation and performance against long-term performance goals. |

  45. Designing a Competitive Compensation Package

    | | 2024 PROXY STATEMENT | 31 |

  46. Base Salary

    Base Salary We generally target base salaries for Named Executive Officers at or near the median of the Peer Group to facilitate a competitive recruitment and retention strategy, with individual variations based on job scope, tenure, retention risk and other factors relevant to the Compensation Committee. Our Compensation Committee uses its judgment and experience to set individual target compensation higher or lower than the Peer Group median based on performance, scope/strategic impact of role, retention and internal equity. Increases in base salary reflect assessed performance, providing a performance link to this fixed compensation element. Base salaries are generally reviewed and approved by the Compensation Committee each year. In order to help with our cost reduction efforts, our NEOs decided to forgo any base salary increases in 2023. At their request, our NEOs did not receive any increase to their base salaries, and Mr. Lo’s base salary was reduced from $949,505 to zero (except for purposes of his annual bonus opportunity and any severance he would have received upon a qualifying termination of his employment), effective as of May 1, 2023.

  47. Annual Incentive Compensation

    Annual Incentive Compensation 2023 Target Cash Bonus. Our Named Executive Officers, other than Mr. Werdann, participated in our executive bonus plan and were eligible to receive a cash bonus primarily based upon the level of net revenue, contribution income, and/or non-GAAP operating income achieved by the Company, our Connected Home segment, and/or our NETGEAR for Business segment relative to targets established at the beginning of 2023. This represented a change from the structure of our executive bonus plan for 2022, which provided for cash bonuses primarily based upon the level of non-GAAP operating income achieved by the Company. We believe that this change in the structure of our executive bonus plan provides better alignment of these Named Executive Officers’ annual incentive compensation with the performance of the portions of our business for which they are primarily responsible, and we believe these performance metrics are appropriate measures because they incentivized these Named Executive Officers to drive the achievement of our shorter-term objectives in 2023 (which consisted of growth in not just profitability, but also in revenue, sales, and market share).

  48. Annual Incentive Compensation

    | 32 | 2024 PROXY STATEMENT | |

  49. Annual Incentive Compensation

    For purposes of our 2023 executive bonus plan, the performance metrics are defined as follows:

  50. Annual Incentive Compensation

    | • | Net revenue is determined in accordance with GAAP and reflected in the Company’s financial statements. |

  51. Annual Incentive Compensation

    | • | For each of our Connected Home and NETGEAR for Business segments, contribution income is presented in our quarterly and annual financial statements and includes all product line segment revenues less the related cost of sales, research and development and sales and marketing costs. Certain operating expenses are not allocated to these segments because they are separately managed at the corporate level. These unallocated indirect costs include corporate costs, such as corporate research and development, corporate marketing expense and general and administrative costs, amortization of intangibles, stock-based compensation expense, change in fair value of contingent consideration, goodwill impairment, intangibles impairment, restructuring and other charges, litigation reserves, net, and other income (expenses), net. |

  52. Annual Incentive Compensation

    | • | Non-GAAP operating income is equal to our GAAP operating income after excluding bonus expense, amortization of intangibles, stock-based compensation expense, goodwill impairment, intangibles impairment, restructuring and other charges, litigation reserves, net, gain/loss on investments, net, gain on litigation settlements, and adjust for effects related to non-GAAP tax adjustments, as presented in the Company’s press release reporting the financial results for fiscal 2023. |

  53. Annual Incentive Compensation

    Under the 2023 executive bonus plan, the target bonus amounts as a percent of base salary for our participating NEOs remained unchanged from 2022 and were 120% for Mr. Lo, 75% for Messrs. Murray and Henry and 60% for Mr. Mehta. These NEOs’ bonus opportunities were allocated to separate components, with the weighting of each component, the performance metric associated with each component, and the bonus amount payable for each component at certain levels of achievement (as a percentage of the portion of the target bonus allocated to that component) as follows:

  54. Annual Incentive Compensation

    | NEO | Component | Weighting | Minimum Threshold Performance Goal (Payout of 30% of Target Bonus) | Secondary Threshold Performance Goal (Payout of 50% of Target Bonus) | Target Performance Goal (Payout of 100% of Target Bonus) | Maximum Performance Goal (Payout of 150% of Target Bonus) | | Patrick C.S. Lo, | Company Net Revenue | 50% | $853,653 | $948,503 | $995,928 | $1,043,353 | | Bryan D. Murray | Company Non-GAAP Operating Income | 50% | $27,884 | $42,899 | $57,914 | $64,349 | | David J. Henry | Connected Home Net Revenue | 25% | $481,868 | $535,409 | $562,179 | $588,950 | | | Company Net Revenue | 25% | $853,653 | $948,503 | $995,928 | $1,043,353 | | | Connected Home Contribution Income | 25% | $11,337 | $17,442 | $23,547 | $26,163 | | | Company Non-GAAP Operating Income | 25% | $27,884 | $42,899 | $57,914 | $64,349 | | Vikram Mehta | NETGEAR for Business Net Revenue | 25% | $371,785 | $383,587 | $413,094 | $433,749 | | | Company Net Revenue | 25% | $853,653 | $948,503 | $995,928 | $1,043,353 | | | NETGEAR for Business Contribution Income | 25% | $77,284 | $89,174 | $118,899 | $160,514 | | | Company Non-GAAP Operating Income | 25% | $27,884 | $42,899 | $57,914 | $64,349 |

  55. Annual Incentive Compensation

    | (1) The performance goals listed for each component are in thousands. |

  56. Annual Incentive Compensation

    If the level of achievement for a component was between any of the goals above, the payout percentage for that component would be determined based on straight-line interpolation between the corresponding payout percentages indicated above. No bonus amount was payable for a component if the minimum threshold performance goal was not achieved, and the maximum bonus amount payable for a component was 150% of the portion of an individual’s target bonus amount allocated to that component. The table below shows the 2023 target bonus amounts for each participating NEO as a percentage of base salary and as a corresponding cash amount:

  57. Annual Incentive Compensation

    | NEO | Target Bonus as a % of Salary | Target 2023 Bonus as a Cash Amount | | Patrick C.S. Lo | 120% | $1,139,406 | | Bryan D. Murray | 75% | $386,130 | | David J. Henry | 75% | $403,452 | | Vikram Mehta | 60% | $315,744 | | Michael A. Werdann | N/A | N/A |

  58. Annual Incentive Compensation

    | | 2024 PROXY STATEMENT | 33 |

  59. Annual Incentive Compensation

    We believe that these performance targets were set at appropriate levels based on market and industry expectations at the time and applicable 2023 operating plan that was reviewed and approved by our Board of Directors, and that while challenging, each was achievable and not unrealistic. In addition, once the eligible bonus is determined based upon the level of achievement of the applicable performance targets, the Compensation Committee also has discretion to reduce such bonus based upon the executive’s achievement of his or her individual annual objectives (taking into account input by the Chief Executive Officer regarding each officer’s individual performance factors over the year, other than himself) or other factors that the Compensation Committee deems relevant. 2023 Executive Bonus Plan Payments. For 2023, the achievement of the performance goal for each component (as calculated under the 2023 executive bonus plan) was as follows: (1) the Company achieved net revenue of $740.8 million, (2) the Company achieved annual non-GAAP operating loss of $4.2 million, (3) our Connected Home segment achieved net revenue of $446.9 million, (4) our Connected Home segment achieved contribution income of $19.1 million, (5) our NETGEAR for Business segment achieved net revenue of $294.0 million, and (6) our NETGEAR for Business segment achieved contribution income of $58.5 million. Except for the Connected Home contribution income component, the level of achievement for each component was below the minimum threshold performance goal. As a result, the only NEO to receive a bonus under the 2023 executive bonus plan was Mr. Henry, who received a bonus of $63,731 (which represented a payout of 63% of the portion of his target bonus allocated to the Connected Home contribution income component and 16% of his total target bonus). 2023 Sales Commission Plan for Mr. Werdann. As our Chief Revenue Officer, Mr. Werdann received payments under a sales commission plan instead of our executive bonus plan for 2023. Mr. Werdann’s overall cash compensation package is structured to provide him with a targeted 60%/40% split between base salary and sales commissions. As a result, Mr. Werdann’s annual aggregate sales commissions are targeted as an amount equal to approximately 67% of his fiscal year base salary. The 2023 sales commission plan for Mr. Werdann was based upon a non-GAAP modified measure of net revenue and profit contribution achieved by the Company, measured on a quarterly basis, with target objectives derived from the Company’s 2023 annual operating plan approved by our Board of Directors at the beginning of 2023. Non-GAAP net revenue is typically measured with reference to point of sale as reported by NETGEAR’s channel partners, less returns and related marketing spending. Profit contribution is calculated for the worldwide business under Mr. Werdann’s sales leadership and is comprised of non-GAAP net revenue less associated product costs and direct selling costs. The aggregate Company non-GAAP net revenue and profit contribution targets for 2023 were approximately $964 million and $363 million, respectively. The sales commission plan also provides for the ability of Mr. Werdann to earn additional commissions for overachieving above the target measures, calculated as up to three times the percentage by which actual achievement exceeds the target, calculated on a semi-annual basis. There also is a cap on the dollar amount of commissions that may be earned under the 2023 sales commission plan, set at 200% of total target earnings (salary and commissions). The amount of the earned commission is paid on a monthly basis, based on achievement to-date of quarterly targets. Mr. Werdann’s achievement against his sales commission plan was 79% in 2023. The table below shows the 2023 target sales commission amount for Mr. Werdann as a percentage of base salary and as a corresponding cash amount:

  60. Annual Incentive Compensation

    | NEO | Target Sales Commissions as a Percentage of Salary | Target 2023 Sales Commissions as a Cash Amount | | Michael A. Werdann | 67% | $378,635 |

  61. Annual Incentive Compensation

    The table below summarizes the target and total cash sales commissions paid to Mr. Werdann for 2023.

  62. Annual Incentive Compensation

    | NEO | Target 2023 Cash Incentive Compensation | Total 2023 Cash Incentive Compensation Paid (at 79% of target) | Total 2023 Cash Incentive Compensation Paid as a percentage of salary | | Michael A. Werdann | $378,635 | $299,575 | 53%(1) |

  63. Annual Incentive Compensation

    | (1) The relatively higher performance achievement by Mr. Werdann compared to executive officers who participated in the 2023 executive bonus plan is mainly due to Mr. Werdann’s sales commission plan being based on non-GAAP revenue and profit contribution, with greater proportionate weighting attributed to non-GAAP net revenue achievement. The 2023 executive bonus plan by contrast was based on GAAP revenue (of the Company, the Connected Home segment, and/or the NETGEAR for Business segment), contribution income (of the Connected Home segment or the NETGEAR for Business segment), and the Company’s non-GAAP operating income. |

  64. Long-Term Incentive Compensation

    Long-Term Incentive Compensation 2023 Equity Awards. We have historically provided long-term incentives through our 2006 Plan and 2016 Plan. Equity grants have been granted in the past under these plans to provide additional incentive to Named Executive Officers to maximize long-term total return to

  65. Long-Term Incentive Compensation

    | 34 | 2024 PROXY STATEMENT | |

  66. Long-Term Incentive Compensation

    our stockholders. We generally provide an initial grant upon employment commencement and subsequent smaller annual refresh grants. In recent years, we have granted a mixture of equity award types, including stock options, RSUs and PSUs. In 2023, we continued to include PSUs in our executive compensation program, in furtherance of the Compensation Committee’s goal of enhancing the link between compensation and performance against long-term performance goals. Our time-based equity awards generally vest over four years to retain executives and to reward long-term performance, while our PSUs are subject to a three-year performance period (January 1, 2023—December 31, 2025) and an approximately three-year vesting period (from the grant date). We believe that equity grants are a particularly strong incentive, because they increase in value to our employees as the fair market value of our common stock increases, and in the case of PSUs, are tied to achievement of our long-term performance objectives. In the case of RSUs and PSUs, which have immediate underlying value, such awards also provide a retention benefit over the vesting period of the awards. While the annual incentive plan primarily focuses on achievement of shorter-term objectives related to Company performance, we believe equity awards to our Named Executive Officers provide an incentive to reach some of our longer-term objectives and metrics, such as building on our long-term competitive advantages and increasing the market value of our common stock over time. With respect to the size of the equity awards granted to our Named Executive Officers, the Compensation Committee primarily relies on input from two sources to determine the amount of equity awards to be granted: research from the Compensation Committee consultant and input from our Chief Executive Officer. The Compensation Committee also reviews the then-current status of equity awards available for grant under our equity plan for the current year as well as for the foreseeable future. In addition, the Compensation Committee considers relevant factors, including without limitation the executive’s position, the executive’s individual performance, the number of equity awards held (if any), the extent to which those equity awards are vested and market grant levels by our Peer Group. Our Chief Executive Officer also gives his input on the size of equity grants to be made to the NEOs, other than himself, with a review of the prior year’s grants as the baseline starting point as well as the individual performance factors demonstrated by such officer over the prior year. Accordingly, by combining analysis of specific objective data (from both the Peer Group report and the status of equity awards available for grant) with subjective input from our Chief Executive Officer, the Compensation Committee determines an appropriate amount of equity awards to be granted for each Named Executive Officer for the current year. Equity awards for our Named Executive Officers may be granted pursuant to written consent of the Compensation Committee but are typically granted during in-person meetings, which meetings are scheduled a year in advance to minimize the discretionary selection of grant dates and the appearance of granting equity awards based on the timing of disclosure of material information to the public. In 2023, as part of our regular annual review cycle, our Compensation Committee granted our NEOs equity awards based on the following split between time-based RSUs and PSUs (on a share-equivalent basis):

  67. Long-Term Incentive Compensation

    | • | Mr. Lo (our former CEO): 25% time-based RSUs / 75% PSUs; and |

  68. Long-Term Incentive Compensation

    | • | NEOs other than the former CEO: 75% time-based RSUs / 25% PSUs. |

  69. Long-Term Incentive Compensation

    The numbers of annual RSUs granted to our NEOs in April 2023 were as follows:

  70. Long-Term Incentive Compensation

    | NEO | RSUs (#) | Grant Date Fair Value ($) | | Patrick C.S. Lo | 26,250 | $463,050 | | Bryan D. Murray | 33,750 | $595,350 | | David J. Henry | 18,750 | $330,750 | | Vikram Mehta | 18,750 | $330,750 | | Michael A. Werdann | 18,750 | $330,750 |

  71. Long-Term Incentive Compensation

    The above RSUs vest over four years from grant, with 25% of the total award vesting on each anniversary of the vesting commencement date. The target number of PSUs granted to our NEOs in July 2023 were as follows:

  72. Long-Term Incentive Compensation

    | NEO | PSUs (#) | Grant Date Fair Value ($) | | Patrick C.S. Lo | 78,750 | $1,137,150 | | Bryan D. Murray | 11,250 | $162,450 | | David J. Henry | 6,250 | $90,250 | | Vikram Mehta | 6,250 | $90,250 | | Michael A. Werdann | 6,250 | $90,250 |

  73. Long-Term Incentive Compensation

    | | 2024 PROXY STATEMENT | 35 |

  74. Long-Term Incentive Compensation

    The number of PSUs that will become eligible to vest will not exceed 150% of the target number of PSUs and will be calculated based on annualized service revenue at the end of 2025, as follows:

  75. Long-Term Incentive Compensation

    | Annualized Service Revenue at 12/31/2025 | PSUs Eligible to Vest (as a % of the Target PSUs) | | $75,000,000 | 150% | | $60,000,000 | 100% | | $45,000,000 | 50% |

  76. Long-Term Incentive Compensation

    If the annualized service revenue falls between any of the thresholds above, then the number of PSUs that become eligible to vest will be calculated through linear interpolation between the payout percentages for the two thresholds. Each NEO’s PSUs that become eligible to vest (if any) will vest on July 31, 2026, subject to the NEO’s continued service through that date. In addition, the PSUs are subject to vesting acceleration upon certain terminations of the NEO’s employment, as described further in the “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” section below. For purposes of these PSUs, “annualized service revenue” means all revenue from service subscriptions and support contracts (including those that are part of a bundled solution offering) recognized in the fourth quarter of 2025 multiplied by four. For these PSUs granted in 2023, our Compensation Committee selected annualized service revenue as the relevant performance measure instead of paid subscriptions (which had been used as the performance measure for PSUs granted to our executive officers in previous years) in order to incentivize our NEOs our long-term objectives, which, in light of the Company’s recent performance, were focused on growing our revenues and market share. Payout of 2021 PSU Awards. In July 2021, the Compensation Committee granted PSUs to our NEOs that vest based on paid subscriptions at the end of 2023. The number of paid subscriptions at the end of 2023 was approximately 877,000, which was below the minimum threshold required for any of the PSUs to vest. As a result, none of the PSUs granted to our NEOs in July 2021 vested.

  77. Leadership Transition Agreements

    Leadership Transition Agreements As previously noted, in early 2024, our founder and CEO Patrick Lo retired and we appointed CJ Prober to succeed him as CEO. The following summarizes the compensation decisions associated with the leadership transition. In determining the compensation arrangements, the Compensation Committee considered market data, practices for similar management transitions, and the input of the Compensation Committee’s independent compensation consultant. Executive Succession and Advisory Services Agreement with Mr. Lo. On January 30, 2024, the Board of Directors approved an executive succession and advisory services agreement with Mr. Lo to retain his assistance in commercial efforts that may assist management and the Board of Directors in the successful transition of responsibilities to Mr. Prober. Under the agreement, Mr. Lo retired as CEO on Mr. Prober’s first day of employment on January 31, 2024. During the 6-month period following his retirement, Mr. Lo will serve as a consultant to the Company and will perform advisory services to the Company as requested by the lead independent director or the Chairman. For Mr. Lo’s services during the transition period, (1) he will receive consulting fees of $102,917 per month, (2) his unvested time-based RSUs accelerated and became fully vested as of his last day of service as CEO, (3) his COBRA premiums will be reimbursed for up to twelve months following his last day of service as CEO, and (4) at the conclusion of the transition period, he will be paid a cash bonus of $800,000. Additionally, his deferred compensation plan balance will be paid out in accordance with the terms of the Company’s deferred compensation plan (and any prior election under that plan), his base salary will be paid out for the period from January 1, 2024, through the Initial Transition Date at the rate of $950,000 per annum, and he will be reimbursed for up to $25,000 of reasonable attorney’s fees incurred in the negotiation of the executive succession and advisory services agreement and all related agreements. These payments are conditioned upon the execution and non-revocation of a release of claims as provided in the executive succession and advisory services agreement. Compensation Arrangements with Mr. Prober. In connection with his hire, the Company entered into an offer letter agreement with Mr. Prober dated January 30, 2024. Under the terms of the offer letter, Mr. Prober is entitled to an initial annual base salary of $750,000 and is eligible to receive a target annual cash bonus equal to 120% of his base salary earned during the year based on achieving performance objectives established by the Board of Directors or its Compensation Committee, but for 2024, his target annual cash bonus will be pro-rated based on the number of days he is employed with the Company during that fiscal year and the amount of his bonus for that fiscal year will be no less than that target amount.

  78. Leadership Transition Agreements

    The offer letter also provided for the grant of the following three equity awards covering shares of the Company’s common stock to Mr. Prober: (1) a 2024 annual award of RSUs covering shares with an initial value of $4.0 million; (2) a sign-on award of PSUs covering a target number of shares with an initial value of $6.5 million; and (3) a sign-on award of RSUs covering shares with an initial value of $2.5 million. These equity awards were granted to Mr. Prober in February 2024, and the actual number of shares covered by each equity award (which as provided by the offer letter, was determined using the trailing 20 trading-day average closing price as of the day before Mr. Prober’s start date) was (1) 280,505 shares for the 2024 annual award, (2) a target number of 455,820 shares for the sign-on PSU award, and (3) 175,315 shares for the sign-on RSU award. The 2024 annual award and the sign-on RSU award will vest in equal annual installments over four years (with the first installment vesting on January 31, 2025), in each case subject to Mr. Prober’s continued service with the Company through the vesting date. The sign-on PSU award is divided into three equal tranches that each vest based on performance during a period of approximately one year, as follows: (1) the first tranche will vest based on performance from Mr. Prober’s start date through December 31, 2024, (2) the second tranche will vest based on performance during calendar year 2025, and (3) the third tranche will vest based on performance during calendar year 2026. For each tranche, the number of PSUs that become eligible to vest (or earned PSUs) will be based on how the total shareholder return (or TSR) of the Company during the performance period compares to the TSRs of the companies in the Nasdaq Telecommunications Index. The total number of earned PSUs will be subject to a “true-up” if the cumulative 3-year relative TSR of the Company from Mr. Prober’s start date through December 31, 2026 is higher than the relative TSR as of the end of either of the first two performance periods. Additionally, the offer letter provides for Mr. Prober to be reimbursed for up to $25,000 of reasonable attorney’s fees incurred in the negotiation of the offer letter and all related agreements. The Company also entered into a change in control and severance agreement with Mr. Prober dated January 30, 2024. Under the change in control and severance agreement, in the event of a termination of Mr. Prober’s employment either by the Company without cause (excluding by reason of Mr. Prober’s death or disability) or by Mr. Prober for good reason, he will receive the following severance benefits:

  79. Leadership Transition Agreements

    | • | if the termination occurs outside of the period beginning 3 months before and ending 12 months following a change in control, (1) a single, lump sum payment equal to 12 months of his annual base salary, (2) a single, lump sum payment equal to 100% of his target annual bonus as in effect for the fiscal year in which the termination occurs, (3) up to 12 months of health benefits continuation, and (4) accelerated vesting of his then-unvested equity awards (other than the sign-on PSU award that would have vested had he remained employed with the Company for 18 months following the date of the termination; or |

  80. Leadership Transition Agreements

    | • | if the termination occurs during the period beginning 3 months before and ending 12 months following a change in control, (1) a single, lump sum payment equal to 24 months of his annual base salary, (2) a single, lump sum payment equal to 200% of his target annual bonus as in effect for the fiscal year in which the termination occurs (or as in effect immediately before the change in control, if greater), (3) up to 24 months of health benefits continuation, and (4) accelerated vesting of 100% of the then-unvested shares subject to each of his then outstanding time-based equity awards, and (A) unless otherwise specified in the applicable equity award agreement governing any applicable award, each of his then-outstanding equity awards with performance-based vesting based on the achievement of operating or financial goals will immediately vest, with all performance goals and other vesting criteria deemed achieved at the greater of (x) actual achievement or (y) 100% of target levels, and (B) all performance goals and other vesting criteria for the sign-on PSU award will be deemed achieved based on actual performance (with any performance periods that have not otherwise ended as of the date of the termination shortened to end on a date on or before the date of the change in control, but no more than 10 business days before the closing of the change in control, and performance for the shortened performance periods measured based on the price payable for a share of the Company’s common stock in connection with the change in control), and any sign-on PSUs that become eligible to vest based on that performance will immediately vest. |

  81. Leadership Transition Agreements

    Company. The change in control and severance agreement does not provide for any excise tax gross-ups. If the merger-related payments or benefits are subject to the 20% excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (or the Code), then either Mr. Prober will receive all the payments and benefits subject to the excise tax or the payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after-tax outcome.

  82. Severance

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

  83. Clawback Policy

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

  84. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth certain information regarding the compensation of our principal executive officer, our principal financial officer, our three other most highly compensated executive officers for 2023 (our “Named Executive Officers”), for services rendered in all capacities for the years indicated.

  85. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1)(2) | Non-Equity Incentive Plan Compensation(2)(3) | All Other Compensation | Total | | Patrick C.S. Lo, Former Chairman and Chief Executive Officer (6) | 2023 | $310,415 | $1,600,200 | $— | $3,000(4) | $1,913,615 | | | 2022 | $949,505 | $2,348,850 | $— | $3,000 | $3,301,355 | | | 2021 | $935,791 | $3,945,900 | $336,885 | $3,300 | $5,221,876 | | Bryan D. Murray, Chief Financial Officer | 2023 | $514,840 | $757,800 | $— | $3,000(4) | $1,275,640 | | | 2022 | $507,404 | $1,006,650 | $— | $49,469 | $1,563,523 | | | 2021 | $457,677 | $1,691,100 | $102,977 | $3,300 | $2,255,054 | | David J. Henry, President and General Manager of Connected Home Products and Services | 2023 | $537,936 | $421,000 | $63,731 | $3,000(4) | $1,025,667 | | | 2022 | $530,166 | $559,250 | $— | $3,000 | $1,092,416 | | | 2021 | $488,487 | $939,500 | $109,910 | $3,300 | $1,541,197 | | Vikram Mehta Former Senior Vice President of NETGEAR for Business Products and Services (7) | 2023 | $526,240 | $421,000 | $— | $3,000(4) | $950,240 | | | 2022 | $492,202 | $559,250 | $— | $3,000 | $1,054,452 | | | 2021 | $448,872 | $845,550 | $80,797 | $3,300 | $1,378,519 | | Michael A. Werdann, Chief Revenue Officer | 2023 | $567,952 | $421,000 | $299,575(5) | $3,000(4) | $1,291,527 | | | 2022 | $559,749 | $559,250 | $315,037 | $3,000 | $1,437,036 | | | 2021 | $535,932 | $939,500 | $310,770 | $3,300 | $1,789,502 |

  86. Summary Compensation Table

    | (1) The amounts reported in this column represent the aggregate value of the stock awards granted to the Named Executive Officers, based upon their grant date fair value, as determined in accordance with the share-based payment accounting guidance under ASC 718. For a discussion of fair value for stock awards, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Please see the “Grants of Plan-Based Awards” table below for more information regarding the awards we granted in 2023. |

  87. Summary Compensation Table

    | For fiscal years 2023, 2022 and 2021, the amounts shown include grant date fair values of the PSUs granted in fiscal years 2023, 2022 and 2021 at target achievement, respectively. Assuming the highest levels of performance are achieved, the values of these PSUs, based on the closing price for our common stock on the Nasdaq Global Select Market on the grant date of the PSUs in 2023, 2022, and 2021, respectively, were as follows: Mr. Lo, $1,705,725, $2,642,456 and $4,439,138; Mr. Murray, $243,675, $377,494 and $634,163; Mr. Henry, $135,375, $209,719, and $352,313; Mr. Mehta, $135,375, $209,719 and $317,082; and Mr. Werdann, $135,375, $209,719, and $352,313. |

  88. Summary Compensation Table

    | (2) The amounts set forth in these columns are subject to clawback provisions. Please see “Compensation Discussion and Analysis—Other Compensation Policies and Information—Clawback Policy” above. |

  89. Summary Compensation Table

    | (3) Except as otherwise noted, Non-Equity Incentive Plan Compensation consists of cash paid pursuant to the overall terms of the Company’s Executive Bonus Plan and the annual terms and conditions established thereunder. |

  90. Summary Compensation Table

    | (4) The amounts consist of matching contributions of $3,000 under our 401(k) plan, earned in 2023 and paid in February 2024. |

  91. Summary Compensation Table

    | (5) The amount represents commissions earned under Mr. Werdann’s annual sales commission plan. |

  92. Summary Compensation Table

    | (6) Mr. Lo’s role as CEO ended in January 2024. He continues to perform advisory services until July 2024. |

  93. Summary Compensation Table

    | (7) Mr. Mehta left the Company in April 2024. |

  94. Summary Compensation Table

    | | 2024 PROXY STATEMENT | 41 |

  95. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table provides certain information relating to incentive compensation and equity awards granted to, and the range of payouts that were achievable for, each of our Named Executive Officers during the fiscal year ended December 31, 2023. Cash awards paid under our annual incentive plan are reflected in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation” for each of our Named Executive Officers. A description of the incentive plans can be found in “Compensation Discussion and Analysis-Incentive Compensation-Annual Incentive Plan.”

  96. Grants of Plan-Based Awards in Fiscal Year 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards(1) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Patrick C.S. Lo | —(2) | $341,822 | $1,139,406 | $1,709,109 | | | | | | | | | | 4/18/2023(3) | | | | | | | 26,250 | — | $— | $463,050 | | | 7/18/2023(4) | | | | 39,375 | 78,750 | 118,125 | — | — | $— | $1,137,150 | | Bryan D. Murray | —(2) | $115,839 | $386,130 | $579,195 | | | | | | | | | | 4/18/2023(3) | | | | | | | 33,750 | — | $— | $595,350 | | | 7/18/2023(4) | | | | 5,625 | 11,250 | 16,875 | — | — | $— | $162,450 | | David J. Henry | —(2) | $121,036 | $403,452 | $605,178 | | | | | | | | | | 4/18/2023(3) | | | | | | | 18,750 | — | $— | $330,750 | | | 7/18/2023(4) | | | | 3,125 | 6,250 | 9,375 | — | — | $— | $90,250 | | Vikram Mehta | —(2) | $94,723 | $315,744 | $473,616 | | | | | | | | | | 4/18/2023(3) | | | | | | | 18,750 | — | $— | $330,750 | | | 7/18/2023(4) | | | | 3,125 | 6,250 | 9,375 | — | — | $— | $90,250 | | Michael A. Werdann | —(5) | $— | $378,635 | $1,893,174 | | | | | | | | | | 4/18/2023(3) | | | | | | | 18,750 | — | $— | $330,750 | | | 7/18/2023(4) | | | | 3,125 | 6,250 | 9,375 | — | — | $— | $90,250 |

  97. Grants of Plan-Based Awards in Fiscal Year 2023

    | (1) These amounts represent the grant date fair values of the awards without regard to vesting. For RSUs, the amount represents the grant date fair value of each equity award computed in accordance with accounting guidance under ASC 718. For PSUs, the amount represents the grant date fair value of each equity award at the target payout level computed in accordance with accounting guidance under ASC 718. See Note 10 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023, regarding the valuation of equity awards. |

  98. Grants of Plan-Based Awards in Fiscal Year 2023

    | (2) These potential payouts for the fiscal 2023 were pursuant to the overall terms of the Company’s Executive Bonus Plan and the annual terms and conditions established thereunder. The actual payout that could have been earned by the Named Executive Officer was dependent upon the level of achievement of the performance metrics that applied to the Named Executive Officer, as described further in “Compensation Discussion and Analysis-Incentive Compensation-Annual Incentive Plan” above. For each component, a bonus is paid under the terms of the Executive Bonus Plan only if the Company achieves a certain threshold level of performance for the applicable performance metric. The potential threshold, target, and maximum payouts reported for the Named Executive Officer represents the total payout that the Named Executive Officer would have received if the level of achievement for each of the applicable performance metrics were at the threshold, target, and maximum levels of performance, respectively. |

  99. Grants of Plan-Based Awards in Fiscal Year 2023

    | (3) These RSU awards will vest in four equal annual installments on the four anniversaries of the last day of the grant month, subject to the recipient continuing to be a service provider through such dates. |

  100. Grants of Plan-Based Awards in Fiscal Year 2023

    | (4) These PSU awards will vest on July 31, 2026 if performance conditions are met. The number of PSUs that vest could range from 0% to 150% of the target number of PSUs. |

  101. Grants of Plan-Based Awards in Fiscal Year 2023

    | (5) Represents the targeted and maximum potential commissions earnings for Mr. Werdann under his 2023 annual sales commission plan. |

  102. Grants of Plan-Based Awards in Fiscal Year 2023

    | 42 | 2024 PROXY STATEMENT | |

  103. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides certain information relating to equity awards held by our Named Executive Officers.

  104. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Security(1) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Patrick C.S. Lo | NTGR | 6/3/2014 | 16,554 | — | $19.32 | 6/3/2024 | — | $— | — | $— | | | NTGR | 6/2/2015 | 16,554 | — | $18.58 | 6/2/2025 | — | $— | — | $— | | | NTGR | 3/24/2016 | 19,038 | — | $23.48 | 3/24/2026 | — | $— | — | $— | | | NTGR | 6/1/2017 | 114,232 | — | $25.37 | 6/1/2027 | — | $— | — | $— | | | NTGR | 1/25/2018 | 114,232 | — | $41.67 | 1/25/2028 | — | $— | — | $— | | | ARLO | 1/25/2018 | 229,961 | — | $14.39 | 1/25/2028 | — | $— | — | $— | | | NTGR | 7/19/2019 | 172,500 | — | $26.61 | 7/19/2029 | — | $— | — | $— | | | NTGR | 4/17/2020 | — | — | $— | — | 6,563 | $95,689 | — | $— | | | NTGR | 7/16/2021 | — | — | $— | — | 13,126 | $191,377 | — | $— | | | NTGR | 4/19/2022 | — | — | $— | — | 19,688 | $287,051 | 39,375(4) | $574,088 | | | NTGR | 4/18/2023 | — | — | $— | — | 26,250 | $382,725 | — | $— | | | NTGR | 7/18/2023 | — | — | $— | — | — | $— | 78,750(4) | $1,148,175 | | Bryan D. Murray | NTGR | 8/2/2018 | 24,799 | — | $38.32 | 8/2/2028 | — | $— | — | $— | | | ARLO | 8/2/2018 | 59,989 | — | $13.23 | 8/2/2028 | — | $— | — | $— | | | NTGR | 7/19/2019 | 30,000 | — | $26.61 | 7/19/2029 | — | $— | — | $— | | | NTGR | 4/17/2020 | — | — | $— | — | 6,094 | $88,851 | — | $— | | | NTGR | 7/16/2021 | — | — | $— | — | 16,876 | $246,052 | — | $— | | | NTGR | 4/19/2022 | — | — | $— | — | 25,313 | $369,064 | 5,625(4) | $82,013 | | | NTGR | 4/18/2023 | — | — | $— | — | 33,750 | $492,075 | — | $— | | | NTGR | 7/18/2023 | — | — | $— | — | — | $— | 11,250(4) | $164,025 | | David J. Henry | ARLO | 04/22/2014 | 2,625 | — | $6.90 | 4/22/2024 | — | $— | — | $— | | | ARLO | 03/24/2016 | 26,037 | — | $8.11 | 3/24/2026 | — | $— | — | $— | | | NTGR | 6/1/2017 | 4,139 | — | $25.37 | 6/1/2027 | — | $— | — | $— | | | ARLO | 6/1/2017 | 49,991 | — | $8.76 | 6/1/2027 | — | $— | — | $— | | | NTGR | 1/25/2018 | 24,833 | — | $41.67 | 1/25/2028 | — | $— | — | $— | | | ARLO | 1/25/2018 | 49,991 | — | $14.39 | 1/25/2028 | — | $— | — | $— | | | NTGR | 7/19/2019 | 25,782 | — | $26.61 | 7/19/2029 | — | $— | — | $— | | | NTGR | 4/17/2020 | — | — | $— | — | 4,688 | $68,351 | — | $— | | | NTGR | 7/16/2021 | — | — | $— | — | 9,376 | $136,702 | — | $— | | | NTGR | 4/19/2022 | — | — | $— | — | 14,063 | $205,039 | 3,125(4) | $45,563 | | | NTGR | 4/18/2023 | — | — | $— | — | 18,750 | $273,375 | — | $— | | | NTGR | 7/18/2023 | — | — | $— | — | — | $— | 6,250(4) | $91,125 | | Vikram Mehta | NTGR | 1/30/2020 | — | — | $— | — | 3,125 | $45,563 | — | $— | | | NTGR | 4/17/2020 | — | — | $— | — | 4,219 | $61,513 | — | $— | | | NTGR | 7/16/2021 | — | — | $— | — | 8,438 | $123,026 | — | $— | | | NTGR | 4/19/2022 | — | — | $— | — | 14,063 | $205,039 | 3,125(4) | $45,563 | | | NTGR | 4/18/2023 | — | — | $— | — | 18,750 | $273,375 | — | $— | | | NTGR | 7/18/2023 | — | — | $— | — | — | $— | 6,250(4) | $91,125 |

  105. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | 2024 PROXY STATEMENT | 43 |

  106. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Security(1) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Michael A. Werdann | ARLO | 6/1/2017 | 4 | — | $8.76 | 6/1/2027 | — | $— | — | $— | | | NTGR | 1/25/2018 | 17,879 | — | $41.67 | 1/25/2028 | — | $— | — | $— | | | ARLO | 1/25/2018 | 35,993 | — | $14.39 | 1/25/2028 | — | $— | — | $— | | | NTGR | 7/19/2019 | 13,750 | — | $26.61 | 7/19/2029 | — | $— | — | $— | | | NTGR | 4/17/2020 | — | — | $— | — | 4,688 | $68,351 | — | $— | | | NTGR | 7/16/2021 | — | — | $— | — | 9,376 | $136,702 | — | $— | | | NTGR | 4/19/2022 | — | — | $— | — | 14,063 | $205,039 | 3,125(4) | $45,563 | | | NTGR | 4/18/2023 | — | — | $— | — | 18,750 | $273,375 | — | $— | | | NTGR | 7/18/2023 | — | — | $— | — | — | $— | 6,250(4) | $91,125 |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Reflects equity awards outstanding as of December 31, 2023 and the issuer of the equity awards. On December 31, 2018, in connection with Arlo’s Spin-Off, per the terms of the employee matters agreement between NETGEAR and Arlo, certain outstanding awards granted to Arlo employees and NETGEAR employees under NETGEAR’s equity incentive plans were adjusted to include Arlo awards under Arlo’s equity incentive plans. The grant dates of all Arlo awards listed above reflect the original grant date of the associated NETGEAR award. Following the Arlo Spin-Off, the NETGEAR and Arlo equity awards are subject to substantially the same terms and vesting conditions that applied to the original NETGEAR equity awards immediately prior to the Arlo Spin-Off. For details of the adjustments, refer to the discussion below titled “Adjustments to NETGEAR Equity Awards due to the Arlo Spin-Off.” |

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) These awards are RSUs. These awards will vest in four equal annual installments with the first installment vesting on the last day of the grant month, subject to the individual continuing to be a service provider through such dates. |

  109. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) These amounts were calculated as the product of NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 29, 2023 (the last market trading day in 2023), which was $14.58 and the number of shares covered by the applicable RSU or PSU award. |

  110. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) These awards are PSUs that will become eligible to vest based on annualized service revenue as of December 31, 2025 for 2023 grants and the number of paid subscriptions at December 31, 2024 for 2022 grants. Based on the performance at December 31, 2023, the amounts listed represent the threshold level of achievement for 2022 grants and the target level of achievement for 2023 grants. For details of these PSU awards, refer to “Compensation Discussion and Analysis- Executive Compensation Practices- Setting the Pay Mix -Long-Term Incentive Compensation.” |

  111. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table provides certain information relating to option exercises and stock vested by our Named Executive Officers.

  112. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Awards | | | | Stock Awards | | | | | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) | | | Name | NTGR | ARLO | NTGR | ARLO | NTGR | ARLO | NTGR | ARLO | | Patrick C.S. Lo | — | 776,871 | $— | $1,379,171 | 34,687 | — | $479,562 | $— | | Bryan D. Murray | — | 1,400 | $— | $3,617 | 27,968 | — | $388,604 | $— | | David J. Henry | — | 1,575 | $— | $1,434 | 17,812 | — | $247,549 | $— | | Vikram Mehta | — | — | $— | $— | 16,250 | — | $245,795 | $— | | Michael A. Werdann | — | 19,996 | $— | $46,647 | 17,812 | — | $247,549 | $— |

  113. Option Exercises and Stock Vested in Fiscal Year 2023

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

  114. Option Exercises and Stock Vested in Fiscal Year 2023

    | (2) The value realized on vesting equals the closing price of NETGEAR’s common stock on the Nasdaq Global Select Market or Arlo’s common stock on the New York Stock Exchange on the vesting date, multiplied by the number of shares that vested on the vesting date. |

  115. Pension Benefits and other Nonqualified Deferred Compensation Plans

    Pension Benefits and other Nonqualified Deferred Compensation Plans We do not offer any defined benefit retirement plan for Named Executive Officers. In May 2013, we established a deferred compensation plan for a select group of management or highly compensated employees. Our deferred compensation plan is unfunded and unsecured and is designed to comply with Code Section 409A. The plan allows participants to defer a flat dollar amount or a whole percentage of up to a maximum of 80% of base salary and 100% of bonuses and allows participants to invest only in mutual funds. We have the discretion to make company contributions and company matching contributions up to a designated maximum of the participant’s compensation. We have elected to informally fund the plan using taxable securities placed in a grantor trust. During the deferral period, the deferred amounts are hypothetically or “notionally” invested in one investment fund instructed by the grantor trust to mirror the participant’s plan allocations. The participant’s account is adjusted for deemed gains or losses on each business day

  116. Pension Benefits and other Nonqualified Deferred Compensation Plans

    | | 2024 PROXY STATEMENT | 45 |

  117. Pension Benefits and other Nonqualified Deferred Compensation Plans

    based on the rate of gain or loss on the assets in each notional investment fund as of the prior day. We do not guarantee any returns on participant contributions. If a participant’s employment terminates, distribution would be made in the form of a lump sum following termination or be made per the participant’s prior election. In 2023, Mr. Lo was the only Named Executive Officer who participated in this plan. The following table provides information about contributions, earnings, withdrawals and balances under our non-qualified deferred compensation plan in fiscal year 2023.

  118. Pension Benefits and other Nonqualified Deferred Compensation Plans

    | Name | Executive Contributions in 2023(1) | Registrant Contributions in 2023 | Aggregate Earnings in 2023(2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2023 | | Patrick C.S. Lo | $173,468 | $— | $689,161 | $— | $5,745,176 | | Bryan D. Murray | $— | $— | $— | $— | $— | | David J. Henry | $— | $— | $— | $— | $— | | Vikram Mehta | $— | $— | $— | $— | $— | | Michael A. Werdann | $— | $— | $— | $— | $— |

  119. Pension Benefits and other Nonqualified Deferred Compensation Plans

    | (1) The amount reported here is reported as compensation to Mr. Lo for 2023 in the Summary Compensation Table above. |

  120. Pension Benefits and other Nonqualified Deferred Compensation Plans

    | (2) None of the earnings in this column are included in the 2023 Summary Compensation Table because they are not preferential or above market. The amount includes dividends, interest and change in market value. |

  121. Pension Benefits and other Nonqualified Deferred Compensation Plans

    | (3) The amount reported here includes $4,445,490 of compensation that previously was reported as compensation to Mr. Lo in the Summary Compensation Table for years prior to 2023. |

  122. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In the event of a change in control:

  123. Potential Payments upon Termination or Change in Control

    | • | all equity awards issued under our 2016 Plan will be treated as determined by the administrator of the plan and will not automatically vest unless the successor corporation does not assume or substitute for the awards; and |

  124. Potential Payments upon Termination or Change in Control

    | • | with respect to the PSUs granted to our NEOs in July 2021, April 2022 and July 2023, the performance goal will be deemed to be satisfied at 100% of the target level if the performance period has not already ended, and (1) if the successor corporation does not assume or substitute for the PSUs, 100% of the PSUs that have become eligible to vest will vest immediately before the change in control, or (2) if the successor corporation assumes or substitutes for the PSUs, 100% of the PSUs that have become eligible to vest will vest either (A) on the vesting date, if the NEO continues service through that date, or (B) upon a termination of the NEO’s employment prior to the vesting date either (w) by us other than for cause, (x) due to the NEO’s death, (y) due to the NEO’s disability, or (z) by the NEO for good reason. The vesting acceleration triggered by a termination by us other than for cause or by an NEO for good reason will be conditioned upon the execution and non-revocation of a release of claims. |

  125. Potential Payments upon Termination or Change in Control

    In addition, we have entered into change in control and severance agreements with each of our Named Executive Officers. Although each executive officer’s employment is and will continue to be at-will, as defined under applicable law, and may be terminated by either us or the executive officer at any time with or without cause, these agreements provide for change in control and severance benefits for the executive officers under specified circumstances. Upon a termination without cause or resignation with good reason that occurs more than one month prior to or more than 12 months following a change in control of NETGEAR, our NEOs would be entitled to:

  126. Potential Payments upon Termination or Change in Control

    | • | a lump sum cash severance payment equal to his annual base salary, and, for Mr. Lo, an additional amount equal to his target annual bonus; |

  127. Potential Payments upon Termination or Change in Control

    | • | 12 months of health benefits continuation; and |

  128. Potential Payments upon Termination or Change in Control

    | • | accelerated vesting of any unvested equity awards (other than the PSUs granted in July 2021, April 2022 and July 2023) that would have vested during the 12 months following the termination date. |

  129. Potential Payments upon Termination or Change in Control

    Upon a termination without cause or resignation with good reason that occurs during the one month prior to or 12 months following a change in control of NETGEAR, our NEOs would be entitled to:

  130. Potential Payments upon Termination or Change in Control

    | • | a lump sum cash severance payment equal to a multiple (2x for Mr. Lo and 1x for all other NEOs) of the sum of the NEO’s annual base salary and target annual bonus/commission; |

  131. Potential Payments upon Termination or Change in Control

    | 46 | 2024 PROXY STATEMENT | |

  132. Potential Payments upon Termination or Change in Control

    | • | a number of months (24 for Mr. Lo and 12 for other NEOs) of health benefits continuation; and |

  133. Potential Payments upon Termination or Change in Control

    | • | accelerated vesting of all outstanding, unvested equity awards (other than the PSUs granted in July 2021, April 2022 and July 2023). |

  134. Potential Payments upon Termination or Change in Control

    Severance will be conditioned upon the execution and non-revocation of a release of claims. The change in control and severance agreements do not provide for any excise tax gross-ups. If the merger-related payments or benefits of the NEO are subject to the 20% excise tax under Section 4999 of the tax code, then the NEO will either receive all such payments and benefits subject to the excise tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after-tax outcome for the NEO. All unvested equity awards issued under our 2016 Plan and subject to time-based vesting will become fully vested if an NEO ceases to be a service provider as a result of the NEO’s disability or death. The vesting of the PSUs granted to each NEO in July 2021, April 2022 and July 2023 will be accelerated upon the following terminations of the NEO’s employment:

  135. Potential Payments upon Termination or Change in Control

    | • | if a change in control has not occurred and an NEO’s employment is terminated due to his death before the end of the performance period, 100% of the NEO’s target number of PSUs will vest; and |

  136. Potential Payments upon Termination or Change in Control

    | • | if a change in control has not occurred and either (1) after the end of the performance period but before the vesting date, an NEO’s employment is terminated due to his death, or (2) before the vesting date, an NEO’s employment is terminated by us due to his disability, a number of PSUs will vest equal to the actual number of PSUs that would have become eligible to vest based on actual achievement of the performance goal had the NEO’s employment not been terminated. |

  137. Payments Upon Termination Due to Death or Disability

    Payments Upon Termination Due to Death or Disability The following table summarizes the amount that each of our Named Executive Officers would receive in the event his employment with the Company was terminated by us due to death or disability, assuming (1) the date of the triggering event was December 31, 2023, and (2) in the case of a termination that occurs before a change in control and is either (A) a termination due to death that occurs after the end of the performance period for the PSUs granted to our NEOs in April 2022 and July 2023 but before the vesting date of the PSUs or (B) a termination due to disability, the actual achievement of the performance goal for the PSUs will be at 100% of the target level:

  138. Payments Upon Termination Due to Death or Disability

    | Name | Value Realized from Equity Acceleration ($)(1) | Total ($) | | Patrick C.S. Lo | $3,253,192 | $3,253,192 | | Bryan D. Murray | $1,524,091 | $1,524,091 | | David J. Henry | $865,717 | $865,717 | | Vikram Mehta | $890,765 | $890,765 | | Michael A. Werdann | $865,717 | $865,717 |

  139. Payments Upon Termination Due to Death or Disability

    | (1) The value realized equals the difference between NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 29, 2023 (the last market trading day in 2023), which was $14.58, and the exercise price of the applicable award, multiplied by the number of shares for which vesting would be accelerated. |

  140. Payments Upon Termination Due to Death or Disability

    | | 2024 PROXY STATEMENT | 47 |

  141. Payments Upon Termination Due to Death or Disability

    Payments Upon Termination Without Cause or Resignation for Good Reason More Than One Month prior to or More Than One Year after a Change in Control of the Company The following table summarizes the amount that each of our Named Executive Officers would receive in the event his employment with the Company is terminated without cause, or he resigns for good reason, more than one month prior to or more than one year after a change in control of the Company, assuming the date of the triggering event was December 31, 2023.

  142. Payments Upon Termination Due to Death or Disability

    | Name | Cash Severance ($) | Health Continuation Benefits ($) | Value Realized from Equity Acceleration ($)(1)(2) | Total ($) | | Patrick C.S. Lo | $2,088,911 | $25,295 | $2,679,075 | $4,793,281 | | Bryan D. Murray | $514,840 | $38,557 | $785,949 | $1,339,346 | | David J. Henry | $537,936 | $30,379 | $455,625 | $1,023,940 | | Vikram Mehta | $526,240 | $38,557 | $487,511 | $1,052,308 | | Michael A. Werdann | $567,952 | $38,557 | $455,625 | $1,062,134 |

  143. Payments Upon Termination Due to Death or Disability

    | (1) The value realized equals the difference between NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 29, 2023 (the last market trading day in 2023), which was $14.58, and the exercise price of the applicable award, multiplied by the number of shares for which vesting would be accelerated. |

  144. Payments Upon Termination Due to Death or Disability

    | (2) These amounts include the accelerated vesting of PSUs granted to our NEOs in April 2022 and July 2023. If the termination occurs before a change in control, that vesting acceleration will not apply, and the PSUs will immediately forfeit. In that case, the value realized from equity acceleration would be $382,725 for Mr. Lo; $457,899 for Mr. Murray; $273,375 for Mr. Henry; $305,261 for Mr. Mehta; and $273.375 for Mr. Werdann. |

  145. Payments Upon Termination Without Cause or Resignation for Good Reason within One Month prior to or One Year after a Change in Control of the Company

    Payments Upon Termination Without Cause or Resignation for Good Reason within One Month prior to or One Year after a Change in Control of the Company The following table summarizes the amount that each of our Named Executive Officers would receive in the event his employment with the Company is terminated without cause, or he resigns for good reason, within one month prior to or one year after a change in control of the Company, assuming the date of the triggering event was December 31, 2023.

  146. Payments Upon Termination Without Cause or Resignation for Good Reason within One Month prior to or One Year after a Change in Control of the Company

    | Name | Cash Severance ($) | Health Continuation Benefits ($) | Value Realized from Equity Acceleration ($) (1) (2) | Total ($) | | Patrick C.S. Lo | $4,177,822 | $50,590 | $3,253,192 | $7,481,604 | | Bryan D. Murray | $900,970 | $38,557 | $1,524,091 | $2,463,618 | | David J. Henry | $941,388 | $30,379 | $865,717 | $1,837,484 | | Vikram Mehta | $841,984 | $38,557 | $890,765 | $1,771,306 | | Michael A. Werdann | $946,587 | $38,557 | $865,717 | $1,850,861 |

  147. Payments Upon Termination Without Cause or Resignation for Good Reason within One Month prior to or One Year after a Change in Control of the Company

    | (1) The value realized equals the difference between NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 29, 2023 (the last market trading day in 2023), which was $14.58, and the exercise price of the applicable award, multiplied by the number of shares for which vesting would be accelerated. |

  148. Payments Upon Termination Without Cause or Resignation for Good Reason within One Month prior to or One Year after a Change in Control of the Company

    | (2) These amounts include the accelerated vesting of PSUs granted to our NEOs in April 2022 and July 2023. If the termination occurs before a change in control, that vesting acceleration will not apply, and the PSUs will immediately forfeit. In that case, the value realized from equity acceleration would be $956,842 for Mr. Lo; $1,196,041 Mr. Murray; $683,467 for Mr. Henry; $708,515 for Mr. Mehta; and $683,467 for Mr. Werdann. |

  149. Payments Upon Termination Without Cause or Resignation for Good Reason within One Month prior to or One Year after a Change in Control of the Company

    To protect the interests of NETGEAR, all of our employment agreements provide for covenants strictly limiting proprietary information disclosure and solicitation of our employees by a terminated executive officer for specified periods of time.

  150. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The 2023 annual total compensation of our CEO Mr. Lo is $1,913,615, the 2023 annual total compensation of our median compensated employee is $117,047, and the ratio of these amounts is approximately 16 to 1. For these purposes, we calculated the annual total compensation of our CEO and our median employee according to the requirements of Item 402(c)(2)(x) of Regulation S-K. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio

  151. CEO Pay Ratio

    | 48 | 2024 PROXY STATEMENT | |

  152. CEO Pay Ratio

    based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. For purposes of identifying our median compensated employee, we used our global employee population as of December 31, 2023, identified based on our payroll record. We used total compensation as our consistently applied compensation measure. In this context, total compensation means the actual annual salary or wages paid, bonus or commissions earned for the year ended December 31, 2023, and the value of the annual equity awards granted during 2023.

  153. CEO Pay Ratio

    | | 2024 PROXY STATEMENT | 49 |

  154. Pay Versus Performance

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

  155. Pay Versus Performance

    | | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) (2) (3) | Average Compensation Actually Paid Table Total for Non-PEO NEOs ($) (1) (2) (3) | Value of Initial $100 Investment Based on: (4) | | GAAP Net Income (Loss) (Millions) | Non-GAAP Operating Income (Loss) (Millions) (5) | | Year | | | | | Company TSR | Peer Group TSR | | | | 2023 | $1,913,615 | $876,698 | $1,135,769 | $808,716 | $59 | $221 | $(105) | $(4) | | 2022 | $3,301,355 | $(73,726) | $1,297,048 | $500,475 | $74 | $133 | $(69) | $(10) | | 2021 | $5,221,876 | $(1,380,992) | $1,777,660 | $629,637 | $119 | $207 | $49 | $109 | | 2020 | $5,002,294 | $10,225,543 | $1,697,060 | $2,599,063 | $166 | $150 | $58 | $128 |

  156. Pay Versus Performance

    | 1. | Patrick Lo was our PEO in 2023, 2022, 2021 and 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  157. Pay Versus Performance

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

  158. Pay Versus Performance

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  159. Pay Versus Performance

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards” column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |

  160. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Exclusion of Stock Awards for PEO | Inclusion of Equity Values for PEO | Compensation Actually Paid to PEO | | 2023 | $1,913,615 | $1,600,200 | $563,283 | $876,698 |

  161. Pay Versus Performance

    | Year | Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion Stock Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,135,769 | $505,200 | $178,147 | $808,716 |

  162. Pay Versus Performance

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

  163. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO | Fair Value of Last Day of Prior Year of Equity Awards Forfeited During Year for PEO | Total - Inclusion of Equity Values for PEO | | 2023 | $1,186,449 | $(442,833) | $(180,333) | $— | $563,283 |

  164. Pay Versus Performance

    | 50 | 2024 PROXY STATEMENT | |

  165. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Total - Inclusion of Equity Values for Non-PEO NEOs | | 2023 | $404,959 | $(147,532) | $(78,915) | $— | $178,147 |

  166. Pay Versus Performance

    | 4. | The Peer Group TSR set forth in this table utilizes the NASDAQ Computer Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Computer Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  167. Pay Versus Performance

    | 5. | We determined non-GAAP operating income, as calculated under our annual incentive plan, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023 because this is the primary financial performance metric in our 2023 executive bonus plan. Non-GAAP operating income is equal to our GAAP operating income after excluding bonus expense, amortization of intangibles, stock-based compensation expense, goodwill impairment, intangibles impairment, restructuring and other charges, litigation reserves, net, gain/loss on investments, net, gain on litigation settlements, and adjust for effects related to non-GAAP tax adjustments, as presented in the Company’s press release reporting the financial results for fiscal 2023. We may determine a different financial performance measure to be the most important financial performance measure in future years. Refer to the reconciliation of these non-GAAP financial measures to the comparable GAAP financial measure in Appendix A of this proxy statement. |

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

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

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

    | | 2024 PROXY STATEMENT | 51 |

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

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