DEF 14A of Dolby Laboratories, Inc.
Filed Dec 16, 2025 · FY20250001193125-25-320032
to be held on February 3, 2026
| Proxy Statement Summary | 1 | | Internet Availability of Proxy Materials | 6 | | Proposal 1 — Election of Directors | 7 | | Compensation of Directors | 17 | | Corporate Governance Matters | 21 | | Certain Relationships and Related Transactions | 30 | | Executive Officers | 33 | | Compensation Discussion and Analysis | 35 | | Report of the Compensation Committee of the Board of Directors | 54 | | Executive Compensation Tables and Related Matters | 55 | | Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation | 72 | | Report of the Audit Committee of the Board of Directors | 73 | | Proposal 3 — Ratification of Independent Registered Public Accounting Firm | 74 | | Security Ownership of Certain Beneficial Owners and Management | 76 | | Additional Meeting Matters | 80 | | Delinquent Section 16(a) Reports | 84 | | 2025 Annual Report | 85 | | Appendix A—Reconciliation of Non-GAAP to GAAP Financial Measures | A-1 |
Election of Directors
Election of Directors Nominees Our Board currently consists of eight members. Our Bylaws permit our Board to establish by resolution the authorized number of directors, and eight directors are currently authorized. Our Board proposes the election of eight directors, each to serve until the next Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. All incumbent directors are nominees for re-election to our Board. All of the nominees have been recommended for nomination by the Nominating and Governance Committee, and all of them are currently serving as directors. All nominees were elected by the stockholders at last year’s annual meeting. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unavailable to serve. If any nominee is unable or declines to serve as director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominee designated by our Board to fill the vacancy. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the nominees named below. Information Regarding the Director Nominees and our Director Emeritus
Director Nominees
Director Nominees Names of the nominees, along with their current committee assignments, and certain biographical information about them as of December 5, 2025, the record date for the Annual Meeting, are set forth below.
Director Nominees
| Name | Age | Position with the Company | Director Since | | Kevin Yeaman (1) | 59 | President, Chief Executive Officer and Director | 2009 | | Peter Gotcher (2*) | 66 | Chair of the Board of Directors | 2003 | | David Dolby (3) | 48 | Director | 2011 | | Tony Prophet (4) (5) | 66 | Director | 2021 | | Emily Rollins (5*) | 55 | Director | 2021 | | Simon Segars (2) (3*) (5) | 58 | Director | 2015 | | Anjali Sud (4) | 42 | Director | 2019 | | Avadis Tevanian, Jr. (1) (2) (3) (4*) | 64 | Director | 2009 |
Director Nominees
| (1) Member of the Stock Plan Committee |
Director Nominees
| (2) Member of the Nominating and Governance Committee |
Director Nominees
| (3) Member of the Technology Strategy Committee |
Director Nominees
| (4) Member of the Compensation Committee |
Director Nominees
| (5) Member of the Audit Committee |
Director Nominees
| * Serves as Chair of referenced committee |
Director Nominees
| | 2026 PROXY STATEMENT | 7 |
Director Nominees
| Age: 59 Director Since: 2009 Committees: Stock Plan Committee | President and CEO Kevin Yeaman became our President and CEO in March 2009 and has been a member of our Board since he assumed the role of CEO. He joined Dolby as Chief Financial Officer and Vice President in October 2005, was appointed Senior Vice President in November 2006 and Executive Vice President in July 2007. As Chief Financial Officer, Mr. Yeaman led the company’s global finance organization and, among other things, developed infrastructure to support growth and expansion. Prior to joining Dolby, he worked for seven years at Epiphany, Inc., a publicly traded enterprise software company, most recently as Chief Financial Officer from August 1999 to October 2005. Previously, Mr. Yeaman also served as Worldwide Vice President of Field Finance Operations for Informix Software, Inc., a provider of relational database software, from February 1998 to August 1998. From September 1988 to February 1998, Mr. Yeaman served in Silicon Valley and London in various positions at KPMG LLP, an accounting firm. Mr. Yeaman was inducted as a member of the Academy of Motion Picture Arts and Sciences in 2014. He also sits on the Board of Trustees of the Academy Museum Foundation and an education board. He holds a B.S. degree in commerce from Santa Clara University. Skills and Qualifications As Dolby’s Chief Executive Officer and former Chief Financial Officer, Mr. Yeaman has extensive experience in Dolby’s markets and brings to our Board a deep understanding of Dolby, its strategy, finances, and operations. |
Director Nominees
| 8 | 2026 PROXY STATEMENT | |
Director Nominees
| Independent Age: 66 Director Since: 2003 Committees: Nominating and Governance Committee (Chair) | Chair of the Board Peter Gotcher has served as a director since June 2003 and as Chair of the Board of Directors since March 2011. Mr. Gotcher served as Executive Chair of the Board of Directors from March 2009 to March 2011. Mr. Gotcher is an independent investor. He was a venture partner with Redpoint Ventures, a private investment firm, from September 1999 to January 2003. Prior to joining Redpoint Ventures, Mr. Gotcher was a venture partner with Institutional Venture Partners, a private investment firm, from 1997 to September 1999. Prior to joining Institutional Venture Partners, Mr. Gotcher founded and served as the President, Chief Executive Officer and Chair of the Board of Digidesign from 1984 to 1995. Digidesign was acquired by Avid Technology, a media software company, in 1995 and Mr. Gotcher served as the General Manager of Digidesign and Executive Vice President of Avid Technology from January 1995 to May 1996. Mr. Gotcher served on the boards of directors of GoPro, Inc., from June 2014 to June 2025, and Pandora Media, Inc., from September 2005 to May 2017. Mr. Gotcher holds a B.A. degree in English literature from the University of California at Berkeley. Skills and Qualifications As the founder, former Chief Executive Officer and Chair of Digidesign and a former venture capitalist, Mr. Gotcher has a broad understanding of the operational, financial and strategic issues facing public companies. In addition, his service on other boards and committees, including as a former member of the Audit Committee and Compensation and Leadership Committee of GoPro, Inc., as a former member of the Compensation Committee and former member and chair of the Nominating and Corporate Governance Committee of Pandora Media, Inc., and his extensive experience in Dolby’s markets, provide valuable perspective for our Board and give him significant operating experience, as well as financial, accounting and corporate governance experience. |
Director Nominees
| | 2026 PROXY STATEMENT | 9 |
Director Nominees
| Age: 48 Director Since: 2011 Committees: Technology Strategy Committee | CEO, Dolby Family Ventures David Dolby has served as a director since February 2011. Mr. Dolby is founder and Chief Executive Officer of Dolby Family Ventures, an early-stage venture firm unrelated to Dolby Laboratories that launched in June 2014 to invest in companies and technologies with the potential for significant social impact. Previously, Mr. Dolby served as a consultant to our Board on technology strategy matters from February 2011 to February 2015. Mr. Dolby also served as Manager, Strategic Partnerships of Dolby Laboratories from May 2008 to February 2011. In this role, Mr. Dolby was responsible for managing the company’s strategic partnerships and technology standards for internet media encoding, delivery and playback. He represented the company in technical and business working groups at a variety of international standards groups, including Universal Serial Bus, Digital Living Network Alliance, Digital Entertainment Content Ecosystem Ultraviolet, and Blu-ray Disc Association. Mr. Dolby has attended industry events with the company for a significant number of years, including Audio Engineering Society, National Association of Broadcasters, International Consumer Electronics Show, ShoWest, Cine Expo International, IFA, and Custom Electronic Design and Installation Association. From 2006 to 2008, Mr. Dolby was a self-employed entrepreneur and investor. Mr. Dolby attended Stanford Business School between 2004 and 2006. During that time, he served as product manager at Kaleidescape, Inc., a Silicon Valley technology firm focused on high-performance music and movie server systems. From 2003 to 2006, he owned and operated Charter Flight LLC, a private aircraft leasing business. In addition, during 2004, Mr. Dolby was an investment banking analyst focused on technology at Perseus Group (subsequently known as GCA Savvian Corporation and then GCA Corporation until its acquisition by Houlihan Lokey in October 2021). From 2000 to 2002, Mr. Dolby was an employee of NetVMG, a company developing route control software for optimizing multi-homed IP network routing. Before joining NetVMG, Mr. Dolby worked for engineering firms Bechtel and Poe & Associates. From November 2013 to January 2023, Mr. Dolby served on the board of directors of Cogstate Limited, a cognitive assessment and training company focused on the development and commercialization of computerized tests of cognition. Mr. Dolby also served on Cogstate’s Remuneration and Nomination Committee. Mr. Dolby currently serves on the governing boards of various not-for-profit entities, including the Boards of Trustees of the Salk Institute for Biological Sciences and the Alzheimer’s Drug Discovery Foundation. He is also a member of the Academy of Motion Picture Arts and Sciences where he serves as chair of the investment committee. Mr. Dolby received a B.S.E. in Civil Engineering from Duke University and an M.B.A. from the Stanford Graduate School of Business. Skills and Qualifications Mr. Dolby brings experience to our Board in home theater system technology and software technology productization, and offers a long-term perspective on the growth of the company and its commitment to excellence in audio and video. |
Director Nominees
| 10 | 2026 PROXY STATEMENT | |
Director Nominees
| Independent Age: 66 Director Since: 2021 Committees: Audit Committee, Compensation Committee | Director Tony Prophet has served as a director since December 2021. Mr. Prophet was formerly the Chief Equality and Recruiting Officer at Salesforce, Inc., which he joined in September 2016 until July 2021. Before Salesforce, Mr. Prophet served as Corporate Vice President, Education Marketing, of Microsoft Corporation, from June 2015 to September 2016, as Corporate Vice President, Windows and Search Marketing, from February 2015 to June 2015, and as Corporate Vice President, Windows Marketing, from May 2014 to February 2015. Prior to Microsoft, Mr. Prophet held leadership roles at HP Inc. from 2006 to 2014, including leading worldwide PC and printing operations. Before that, Mr. Prophet served in positions of increasing responsibility at multiple organizations, including leading worldwide operations for the Carrier Business unit of United Technologies and rising to Partner at Booz Allen Hamilton. In addition to his operating roles, Mr. Prophet served on the board of directors of Gannett Co., Inc., a subscription-led and digitally focused media and marketing solutions company, from 2013 to May 2019. Mr. Prophet is also a Board Advisor to Aviso, Inc., a provider of a predictive revenue intelligence platform, since September 2021. He holds a BS in industrial engineering from General Motors Institute (now Kettering University) and an MBA from the Stanford Graduate School of Business. Skills and Qualifications As a long-time, accomplished technology business executive, Mr. Prophet brings to our Board substantial leadership experience in industrial, consumer electronic, hardware, and software spaces. |
Director Nominees
| | 2026 PROXY STATEMENT | 11 |
Director Nominees
| Independent Age: 55 Director Since: 2021 Committees: Audit Committee (Chair) | Director Emily Rollins has served as a director since February 2021. She served in various positions at Deloitte & Touche LLP from 1992 to 2020, including as an Audit and Assurance Partner from 2006 until her retirement in September 2020. At Deloitte, Ms. Rollins served technology and media companies and guided hundreds of clients through complex audit and reporting processes. Ms. Rollins also served in positions of increasing responsibility, including leadership roles in Deloitte’s US Technology, Media, and Telecommunications industry group, Audit Innovation and Transformation, and Diversity and Inclusion. She led firmwide initiatives to recruit, develop, and retain women and diverse professionals as well as transform and modernize Deloitte’s audit platform. Ms. Rollins has served on the board of directors of Xometry, Inc., an AI-enabled marketplace for on-demand manufacturing enabling buyers to efficiently source on-demand manufactured parts and assemblies, since March 2021 and serves as chair of Xometry’s Audit Committee. Previously, she served on the board of directors of McAfee Corp., a global provider of online protection, from October 2021 until its acquisition by a consortium of private equity firms in March 2022, and served on McAfee’s Audit Committee. She also served on the board of directors of Science 37 Holdings, Inc., a research company that specialized in decentralized clinical trials to enable universal access to clinical research, from October 2021 until its acquisition by eMed, LLC in March 2024, and served as chair of Science 37’s Audit Committee during that time. Ms. Rollins also serves on the boards of three private technology companies and several non-profit entities and associations. Ms. Rollins is a Certified Public Accountant and holds a B.A. degree in Accounting and International Relations from Claremont McKenna College. Skills and Qualifications After nearly 30 years in public accounting, Ms. Rollins brings to our Board considerable experience as an advisor to boards and executive teams and extensive financial and public accounting expertise as an audit expert in the technology and media spaces. |
Director Nominees
| 12 | 2026 PROXY STATEMENT | |
Director Nominees
| Independent Age: 58 Director Since: 2015 Committees: Audit Committee, Nominating and Governance Committee, Technology Strategy Committee (Chair) | Director Simon Segars has served as a director since February 2015. From 1991 to 2022, Mr. Segars worked for Arm Ltd (known as Arm Holdings Plc prior to 2017), a designer and provider of microprocessors, software development tools and related technologies that was publicly held until its acquisition by SoftBank Group Corp. in September 2016. Mr. Segars served as Arm’s Chief Executive Officer from July 2013, and as a member of its board of directors from 2005 to February 2022, respectively. Mr. Segars also served as a member of SoftBank Group Corp.’s board of directors from June 2017 to June 2021. He served as President of Arm in 2013 before being promoted to Chief Executive Officer. Mr. Segars held the position of Executive Vice President and General Manager, Physical IP Division, from 2007 to 2012. Prior senior roles at Arm include Executive Vice President, Engineering; Executive Vice President, Worldwide Sales; and Executive Vice President, Business Development. Mr. Segars worked on many of the early Arm CPU products and led the development of the ARM7 and ARM9 Thumb® families. He holds a number of patents in the field of embedded CPU architectures. Mr. Segars received his Bachelor of Science in Electronic Engineering from the University of Sussex, and obtained a Master’s in Computer Science from the University of Manchester. In recognition of his extraordinary lifetime accomplishments and his impact on the global technology industry, Mr. Segars was conferred an Honorary Doctor of Science from the University of Sussex in 2019. In July 2024, Mr. Segars was elected as a Fellow of the Royal Society. Mr. Segars has served on the board of directors of Vodafone Group Plc, a multinational telecommunications company, since July 2022, and as Senior Independent Director since July 2025. He also has served as a member of the Vodafone ESG Committee since July 2022, a member of the Nominations and Governance Committee since July 2025, and as chair and member of the Technology Committee since July 2023. Mr. Segars also serves on the boards of directors of Silicon Quantum Computing Pty Ltd, a developer of quantum computing systems where he is board Chair, and TechWorks, a UK industry association. Skills and Qualifications As chair of Vodafone’s Technology Committee and a trained and former engineer, Mr. Segars has extensive experience in technology strategy and the technological elements of Dolby’s business operations. In addition, with his significant experience as an executive officer of Arm, and his service on the boards of both public and private companies, Mr. Segars brings to our Board a valuable understanding of the operational and strategic issues facing companies. Further, as a member of Vodafone’s ESG Committee, Mr. Segars enhances our Board’s capabilities in sustainability and sustainable business practices. |
Director Nominees
| | 2026 PROXY STATEMENT | 13 |
Director Nominees
| Independent Age: 42 Director Since: 2019 Committees: Compensation Committee | CEO, Tubi, Inc. Anjali Sud has served as a director since May 2019. Ms. Sud has served as the Chief Executive Officer of Tubi, Inc., a subsidiary of the Fox Corporation that provides free ad-supported TV streaming service in the United States, since September 2023. Before Tubi, from July 2017 to August 2023, Ms. Sud served as the Chief Executive Officer of Vimeo, Inc., a provider of cloud-based software tools that enable creative professionals, marketers and enterprises to stream, host, distribute and monetize videos online and across devices. She also served on Vimeo’s board of directors from May 2021 to August 2023. Prior to that, Ms. Sud held various positions at Vimeo since July 2014, before being promoted to CEO in July 2017. Before Vimeo, Ms. Sud served in various positions at Amazon.com, Inc. from 2010 to 2014, most recently as Director of Marketing. She serves on the board of directors and the Nominating and Governance Committee of Sirius XM Holdings Inc. Ms. Sud holds a B.S. degree from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School. Skills and Qualifications As the Chief Executive Officer of Tubi and having served in executive positions in other technology and media companies, Ms. Sud brings extensive knowledge of the technology industry and operational experience to the boardroom, including an understanding of the operational, financial and strategic issues facing audio-visual content creators and streaming service providers. In addition, through her prior role as Director of Marketing at Amazon, Ms. Sud brings valuable business and marketing insight and experience to our Board. |
Director Nominees
| 14 | 2026 PROXY STATEMENT | |
Director Nominees
| Independent Age: 64 Director Since: 2009 Committees: Compensation Committee (Chair), Nominating and Governance Committee, Stock Plan Committee, Technology Strategy Committee | Managing Director, NextEquity Partners Avadis Tevanian, Jr. has served as a director since February 2009. Dr. Tevanian serves as a Managing Director of NextEquity Partners, a firm he co-founded in July 2015, making venture capital investments. Previously, Dr. Tevanian served as the Software Chief Technology Officer of Apple Inc. from 2003 to 2006. As Software CTO, Dr. Tevanian focused on setting the company-wide software technology direction for Apple. Prior to his tenure as Software CTO, Dr. Tevanian was Senior Vice President of Software at Apple, a role he took on when Apple acquired NeXT, Inc. in 1997. As Senior Vice President of Software, Dr. Tevanian led the software engineering team responsible for the creation of macOS and worked as part of Apple’s executive team. Before joining Apple, he was Vice President of Engineering at NeXT, Inc. and was responsible for managing NeXT’s engineering department. Dr. Tevanian started his professional career at Carnegie Mellon University, where he was a principal designer and engineer of the Mach operating system upon which NeXTSTEP, and now macOS and iOS, are based. Dr. Tevanian previously served on the board of directors of Tellme Networks, Inc., an internet telecom company, from May 2006 until the company was acquired by Microsoft in March 2007. He holds a B.A. degree in mathematics from the University of Rochester and M.S. and Ph.D. degrees in computer science from Carnegie Mellon University. Skills and Qualifications With more than 30 years of operational and software expertise, including as Apple’s Chief Software Technology Officer, Dr. Tevanian brings to our Board extensive experience in consumer technology businesses and a deep understanding of the operational and strategic issues facing companies. |
Director Nominees
There are no family relationships among any of our directors and executive officers. See “Corporate Governance Matters” and “Compensation of Directors” for additional information regarding our Board.
Director Nominees
| | 2026 PROXY STATEMENT | 15 |
Compensation of Directors
Compensation of Directors The following table provides information concerning the compensation paid by us to each of our non-employee directors for fiscal 2025. Our CEO did not receive additional compensation for his service as a director, and his compensation as an employee is presented in the Fiscal 2025 Summary Compensation Table.
Compensation of Directors
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | All Other Compensation ($) | Total ($) | | David Dolby | 55,000 | 260,494 | — | — | 315,494 | | Peter Gotcher | 140,000 | 260,494 | — | — | 400,494 | | Tony Prophet | 73,000 | 260,494 | — | — | 333,494 | | Emily Rollins | 80,000 | 260,494 | — | — | 340,494 | | Simon Segars | 80,000 | 260,494 | — | — | 340,494 | | Anjali Sud | 60,000 | 260,494 | — | — | 320,494 | | Avadis Tevanian, Jr. | 87,000 | 260,494 | — | — | 347,494 |
Compensation of Directors
| (1) Consists of Board and committee annual retainers and, if applicable, Board chair retainer and committee chair retainers. |
Compensation of Directors
| (2) Stock Awards consist solely of restricted stock unit awards for shares of our Class A Common Stock. The amounts reported reflect the grant date fair value of each equity award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), excluding estimated forfeitures. See Note 9 to our consolidated financial statements in our 2025 Annual Report on Form 10-K for more information. The amounts reported do not reflect the compensation actually realized by our non-employee directors. There can be no assurance that the restricted stock unit awards will vest (in which case no value will be realized by the individual) or that the value on vesting will approximate the compensation expense recognized by us. |
Compensation of Directors
In fiscal 2025, our non-employee directors received the following restricted stock unit awards (which are also reflected in the table above):
Compensation of Directors
| Name | Grant Date | Approval Date | Number of Securities Subject to Restricted Stock Unit Awards | Grant Date Fair Value ($) | | David Dolby | 2/4/2025 | 2/4/2025 | 3,140 | 260,494 | | Peter Gotcher | 2/4/2025 | 2/4/2025 | 3,140 | 260,494 | | Tony Prophet | 2/4/2025 | 2/4/2025 | 3,140 | 260,494 | | Emily Rollins | 2/4/2025 | 2/4/2025 | 3,140 | 260,494 | | Simon Segars | 2/4/2025 | 2/4/2025 | 3,140 | 260,494 | | Anjali Sud | 2/4/2025 | 2/4/2025 | 3,140 | 260,494 | | Avadis Tevanian, Jr. | 2/4/2025 | 2/4/2025 | 3,140 | 260,494 |
Compensation of Directors
| | 2026 PROXY STATEMENT | 17 |
Compensation of Directors
As of September 26, 2025, the aggregate number of shares of our Class A Common Stock subject to restricted stock unit awards held by each of our non-employee directors is listed in the table below. As of such date, no stock options to purchase shares of our Class A Common Stock were held by any of our non-employee directors.
Compensation of Directors
| Name | Aggregate Number of Shares of Class A Common Stock Subject to Outstanding Restricted Stock Unit Awards at Sep. 26, 2025 | | David Dolby | 3,140 | | Peter Gotcher | 3,140 | | Tony Prophet | 3,140 | | Emily Rollins | 3,140 | | Simon Segars | 3,140 | | Anjali Sud | 3,140 | | Avadis Tevanian, Jr. | 3,140 |
Compensation of Directors
Standard Non-Employee Director Compensation Arrangements We offer a combination of cash and equity compensation to our non-employee directors, with the goal of attracting and retaining highly-qualified non-employee directors and director candidates to serve on our Board. The Nominating and Governance Committee is responsible for conducting annual reviews of our non-employee director compensation and, if appropriate, recommending to our Board any changes in the type or amount of compensation so that our non-employee director compensation remains attractive and competitive. No changes have been made to cash compensation levels since fiscal 2020 and no changes have been made to the equity compensation terms since fiscal 2016.
Director Compensation Review
Director Compensation Review The Nominating and Governance Committee reviews our non-employee director compensation on an annual basis, and if appropriate, recommends changes to our Board to further our goal of keeping non-employee director compensation attractive and competitive. For fiscal 2025, the Nominating and Governance Committee engaged Compensia, Inc. (“Compensia”), the Compensation Committee’s independent executive compensation consulting firm, for purposes of conducting a non-employee director compensation review. The Nominating and Governance Committee directed Compensia to evaluate our director compensation relative to director compensation at companies included in our compensation peer group that we used as a market check for our fiscal 2025 executive officer compensation, in light of our goal of attracting and retaining highly-qualified non-employee directors and director candidates. Following such review, Compensia concluded that our non-employee director compensation program remained aligned with peer practice, and the Nominating and Governance Committee concluded that no changes to director compensation were advisable for fiscal 2025. In addition to assisting the Nominating and Governance Committee on its non-employee director compensation review, Compensia has advised the Compensation Committee on executive officer and equity compensation. The Compensation Committee took into account the provision of these services and the compensation to Compensia for such services in determining that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee has not raised any conflict of interest, as described in “Compensation Discussion and Analysis—Roles of the Compensation Committee, Management and Compensation Consultant—Role of Compensation Consultant.”
Other Arrangements
Other Arrangements We reimburse our non-employee directors for reasonable travel, lodging, and related expenses in connection with attendance at our Board and committee meetings and company-related activities. In addition, consistent with our Corporate Governance Guidelines, we encourage and support the activities of our directors in attending corporate governance and other professional development, continuing education and training programs designed for board members of publicly-held companies, and we reimburse our directors for reasonable expenses incurred in connection with these activities. Further, eligible non-employee directors may elect to participate in our company-wide healthcare program (which is a program generally applicable to all employees and that does not discriminate in scope, terms or operation, in favor of executive officers or directors), provided that they pay the premiums associated with their (and their eligible dependents’) healthcare coverage. Lastly, non-employee directors are allowed to use our screening rooms for personal purposes up to four times per year, subject to availability and the payment by the non-employee director of any incremental expenses associated with such use. Non-Employee Director Stock Ownership Guidelines Our Board has approved stock ownership guidelines for our non-employee directors based on our belief that stock ownership further aligns the interests of our non-employee directors with those of our stockholders. These guidelines provide that each non-employee director is expected to accumulate and hold an amount of qualifying Dolby equity securities equal to the value of five times his or her annual retainer for service on our Board (subject to a “floor” to account for potential significant decreases in stock price, consisting of a fixed number of shares having a value equal to five times the annual Board retainer on September 22, 2015, representing the date of the most recent amendment of the stock ownership guidelines; or in the case of directors who joined our Board after such date, a value equal to five times the annual Board retainer in effect when he or she joined the Board). Compliance is measured as of the last day of each fiscal year. For purposes of our non-employee director stock ownership guidelines, a director’s “annual retainer” excludes any
Other Arrangements
| | 2026 PROXY STATEMENT | 19 |
Other Arrangements
retainer for serving as a member or chair of any Board committees, or for serving as the Chair of the Board. New directors have a compliance period of five years from the date they first become a non-employee director to achieve the requisite level of ownership. As of the end of fiscal 2025, all of our non-employee directors were in compliance with our non-employee director stock ownership guidelines.
Other Arrangements
| 20 | 2026 PROXY STATEMENT | |
Compensation Discussion and Analysis
| Fiscal 2025 Compensation Determinations | 43 | | Insider Trading Policies and Procedures (Including Hedging and Pledging) | 50 | | Executive Stock Ownership Guidelines | 50 | | Policy on Recoupment of Incentive Compensation (“Clawback”) | 51 | | Generally Available Benefits | 52 | | Severance and Change in Control Arrangements | 52 | | Perquisites and Other Personal Benefits | 52 | | Employment Agreement with Mr. Yeaman | 52 | | Accounting and Tax Considerations | 53 |
Return of Capital to Stockholders
| • | Annual Incentive Compensation. With respect to our annual incentive compensation plan for our executive officers, the 2025 Dolby Executive Bonus Plan (the “2025 Executive Bonus Plan”): |
Return of Capital to Stockholders
| • | The Committee approved annual incentive compensation targets for our NEOs under the 2025 Executive Bonus Plan—stated as a percentage of base salary for calendar 2025—at the same levels as in fiscal 2024 (100% for our CEO and 65% for each of our other NEOs). |
Return of Capital to Stockholders
| • | Annual incentive compensation payments for our NEOs under the 2025 Executive Bonus Plan were based on achieving: (i) a gating funding requirement of $337.5 million non-GAAP operating income and a threshold of $1,228.5 million revenue, below which there would be no payments, and (ii) revenue performance against a target of $1,365.0 million, which would result in 100% funding. To the extent revenue was between the threshold amount and a maximum of $1,501.5 million, the plan would be funded between 50% and 150% of target, with linear scaling between performance levels. |
Return of Capital to Stockholders
| • | For purposes of the 2025 Executive Bonus Plan, we achieved non-GAAP operating income of $447.5 million and revenue of $1,349.1 million, resulting in the gating requirement being satisfied and a funding level of 94% of target. A reconciliation of our non-GAAP to GAAP financial results is set forth in Appendix A to this Proxy Statement. |
Return of Capital to Stockholders
| • | The Committee approved annual incentive compensation payments equal to 94% of the annual incentive compensation targets for our NEOs based on the achievement of the performance metrics described above. While the Committee had discretion to consider team and individual performance in determining final payouts, it determined not to make adjustments on that basis for fiscal 2025. |
Return of Capital to Stockholders
| • | Long-Term Incentive Compensation. |
Return of Capital to Stockholders
| • | The Committee approved the grant of long-term incentive compensation for each NEO, as reflected in the Grants of Plan-Based Awards in Fiscal 2025 table in “Executive Compensation Tables and Related Matters.” The Committee allocated this long-term incentive compensation for each NEO among performance stock unit awards (25%), stock options (25%), and restricted stock unit awards (50%), based on target equity values converted to shares using the average closing price of our Class A Common Stock for the 30 trading days ending prior to the grant date (and in the case of stock options, using the then most current estimated Black-Scholes value per share calculated using the same valuation methodology we use for financial reporting purposes). |
Return of Capital to Stockholders
| • | The three-year performance period for the performance stock unit awards granted to our NEOs in fiscal 2022 ended in fiscal 2025, and our annualized TSR relative to the annualized TSR of the S&P Midcap 400 Index (^MID) over the performance period was -9.88%, resulting in the vesting of such awards at 70.37% of target. |
Return of Capital to Stockholders
| • | long-term incentive compensation in the form of performance stock unit awards, stock options, and restricted stock unit awards; |
Return of Capital to Stockholders
| • | annual incentive compensation consisting of a cash bonus opportunity; and |
Return of Capital to Stockholders
These principal elements are further described below. The Committee allocated over 90% of the target total direct compensation opportunity of our CEO and over 85% of our other NEOs (on average) to incentive compensation in fiscal 2025, the vast majority of which consists of long-term incentive compensation. The graphs below illustrate this emphasis on long-term incentive compensation in the target total direct compensation opportunities of our NEOs. Our long-term incentive compensation is tied to equity vehicles, the value of which is driven by the value of our stock, and approximately 25% of which (by value) is comprised of performance stock unit awards tied to pre-established performance conditions over a three-year performance period. In addition, the realization of this long-term incentive compensation is conditioned upon the satisfaction of multi-year vesting requirements. Because the value our NEOs could realize from their equity awards depends on the performance of our stock price, changes in our stock price will impact the value of their equity awards, and correspondingly, the total compensation realizable by our NEOs. This design is intended to align the interests of our NEOs with those of our stockholders and focus our NEOs on the successful execution of our business strategy.
Return of Capital to Stockholders
| * The long-term incentive compensation percentage is based on the grant date fair value of the underlying equity awards (at target, in the case of performance stock unit awards), computed in accordance with ASC Topic 718, and does not represent the compensation actually realized or currently realizable by our NEOs from such awards. |
Role of Compensation Consultant
Role of Compensation Consultant The Committee engages independent advisors to assist it in carrying out its responsibilities. As in the past, the Committee engaged Compensia to advise it on our fiscal 2025 executive compensation program and design. Following our 2025 Annual Meeting, the Committee changed its independent compensation consultant from Compensia to Frederic W. Cook & Co., Inc. (“FW Cook”) to take a fresh look at our executive compensation program and design as well as planning for fiscal 2026. The Committee made this change following a competitive process that involved a review of proposals submitted by nationally recognized compensation consultants. Both Compensia and FW Cook, during the time period each firm served as the Committee’s compensation consultant, also advised the Committee on certain matters related to our broad-based equity compensation programs for employees, including our equity utilization, participation, and grant guidelines relative to competitive market practices. For fiscal 2025, to assist the Committee in ensuring the executive officers’ pay packages were consistent with the company’s compensation philosophy and goals of attracting and retaining key talent in a highly competitive environment, Compensia conducted an assessment of the compensation levels relative to the Market Comparables. The assessment was used to provide a framework for the Committee to establish fiscal 2025 compensation opportunities and included the following elements:
Role of Compensation Consultant
| • | Base salary; |
Role of Compensation Consultant
| • | Target and actual annual incentive compensation; |
Role of Compensation Consultant
| • | Target and actual total cash compensation (base salary and annual incentive compensation); |
Role of Compensation Consultant
| • | Long-term incentive compensation (equity awards); |
Role of Compensation Consultant
| • | Target and actual total direct compensation (base salary, annual incentive compensation, and long-term incentive compensation); and |
Role of Compensation Consultant
| • | The current and potential value of vested and unvested equity awards. |
Role of Compensation Consultant
Accordingly, Compensia performed an analysis of the compensation for each of our executive officers against the compensation of executives with similar positions within the Market Comparables and presented its report to the Committee. In November 2024, the Committee used the analysis in the course of its deliberations and determinations of executive compensation for fiscal 2025. Representatives from Compensia and FW Cook, during the time period each firm served as the Committee’s compensation consultant, attended Committee meetings and periodically communicated with members of the Committee and Management outside the formal Committee meetings during fiscal 2025. During fiscal 2025, Compensia and FW Cook also performed services for us at the direction of the Committee relating to equity utilization, incentive plan design practices, and general Committee meeting support during the time period each firm served as the Committee’s compensation consultant. Compensia also provided proxy statement support. In addition, Compensia assisted the Nominating and Governance Committee with its review of the compensation of our non-employee directors for fiscal 2025. Compensia and FW Cook received compensation for these services. Based on an assessment of the factors set forth in the NYSE listing standards and the SEC’s rules and regulations, and taking into account the provision of these services, the Committee does not believe that its relationships with Compensia and FW Cook, and the work of Compensia and FW Cook on behalf of the Committee, have raised any conflict of interest.
Role of Compensation Consultant
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Role of Compensation Consultant
Use of Market Data for Competitive Positioning The Committee does not benchmark compensation of our executive officers against the Market Comparables or pay practices of our compensation peer group. Rather, the Committee uses the Market Comparables and the pay practices of our compensation peer group as a point of reference, among others as outlined below under Committee Considerations, when setting compensation levels for each of our executive officers. To assist it in analyzing our executive compensation program for fiscal 2025, the Committee directed Compensia to review and recommend potential changes to our compensation peer group and, thereafter, compile and analyze the executive compensation data for the companies in the peer group. Compensia also compiled and analyzed executive compensation data drawn from published industry-specific compensation surveys and prepared a report for the Committee on the competitive positioning of our executive compensation program. To be considered for inclusion in the peer group, the company must operate in one of several designated industries (consumer electronics, technology IP licensing, entertainment technology, electronic equipment, or software) and have a market capitalization within the range of approximately 0.25 to 4.0 times our mid-calendar year market capitalization based on a 30-day average measured as of June 4, 2024. Once an initial group of companies that met these industry and market capitalization criteria had been identified, with Compensia’s input, the Committee evaluated them using the following additional criteria:
Role of Compensation Consultant
| • | Revenue within the range of approximately 0.5 to 4.0 times that of Dolby; |
Role of Compensation Consultant
| • | Market capitalization as a multiple of revenue within the range of 0.5 to 2.0 times that of Dolby; |
Role of Compensation Consultant
| • | Market capitalization per employee within the range of 0.5 to 2.0 times that of Dolby; |
Role of Compensation Consultant
| • | Net income margin greater than 0.5x that of Dolby; |
Role of Compensation Consultant
| • | Number of employees within the range of approximately 0.5 to 4.0 times that of Dolby; and |
Role of Compensation Consultant
| • | Cloud-based/cloud-focused business. |
Role of Compensation Consultant
In addition, the Committee also considered whether the potential companies were direct competitors for executive talent, either because of their geographic proximity to us, prior recruitment history, or employment of individuals with unique skills or expertise that are comparable to the unique skills or expertise that are either required or desirable in our business.
Role of Compensation Consultant
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Role of Compensation Consultant
Using these selection criteria, the Committee added Dropbox, Inc., which met the industry and market capitalization thresholds as well as all of the additional criteria described above, to our peer group. The Committee removed ANSYS, Inc. from our peer group due to its pending acquisition at the time the Committee selected our fiscal 2025 peer group, thereby maintaining our compensation peer group at 17 companies for fiscal 2025, as follows: Relative to our fiscal 2025 peer group, Dolby was positioned below the median in market capitalization and revenue, as of summer 2024. The Committee has carefully considered its compensation peer group selection methodology and has consistently applied this methodology over time. However, given the unique nature of our business, selection of our peer group requires the Committee to use its judgment, in addition to the objective criteria contained in our peer group selection methodology. The Committee from time to time considers alternative peer group selection methodologies and determined that the peer group selection methodology described above was the most appropriate for us in fiscal 2025. Overview of Executive Compensation Program
Objectives
| • | Provide a competitive compensation package that enables us to attract, motivate, and retain high-caliber talent; |
Objectives
| • | Provide a total compensation package, aligned with the nature and dynamics of our business, which focuses management on achieving our annual and long-term corporate objectives and strategies; |
Objectives
| • | Emphasize long-term value creation and further align the interests of management and stockholders through the use of equity-based awards. |
Executive Compensation Policies
| • | Pay-for-Performance. An effective pay-for-performance orientation, including an annual cash incentive compensation plan tied to financial performance, as well as the use of long-term incentive compensation that represents the largest portion of each executive officer’s total compensation package, consisting of performance stock unit awards, stock options, and restricted stock unit awards; |
Executive Compensation Policies
| • | Double-Trigger, not Single-Trigger, Vesting. “Double-trigger” vesting acceleration arrangements in connection with a change in control of Dolby (that is, accelerated vesting that is triggered only upon certain specified terminations of employment following a change in control of Dolby, and not upon a change in control alone) for equity awards granted to our executive officers, which are generally consistent with the arrangements provided to our other employees as described in “—Severance and Change in Control Arrangements—General” below; |
Committee Considerations
| • | A review of retention considerations, including the current and potential value of unvested equity awards held by each NEO; |
Annual Incentive Compensation—2025 Executive Bonus Plan
Annual Incentive Compensation—2025 Executive Bonus Plan Our annual incentive compensation plan consists of performance-based compensation, which is paid in cash. Payouts under the plan are contingent on Dolby’s financial performance so that our NEOs are rewarded based on the achievement of financial objectives.
Annual Incentive Compensation—2025 Executive Bonus Plan
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Annual Incentive Compensation—2025 Executive Bonus Plan
FISCAL 2025 EXECUTIVE BONUS PLAN—STRUCTURE The purpose of our 2025 Executive Bonus Plan was to motivate our NEOs to achieve pre-established financial goals and to maintain a high level of team and individual performance. Funding for the 2025 Executive Bonus Plan was determined based on surpassing a gating level of non-GAAP operating income and achievement of a GAAP revenue goal set by the Committee for fiscal 2025. We calculated the potential payouts under the 2025 Executive Bonus Plan for our NEOs using the following formula, the terms of which are described further below: ANNUAL INCENTIVE COMPENSATION TARGETS For fiscal 2025, the Committee maintained the NEOs’ annual incentive compensation targets (stated as a percentage of base salary for calendar 2025) at the same levels that were used for our fiscal 2024 annual incentive compensation plan.
Annual Incentive Compensation—2025 Executive Bonus Plan
| NEO | Target Percentage of Calendar 2025 Base Salary | Fiscal 2025 Annual Incentive Compensation Target | | Kevin Yeaman | 100% | $950,000 | | Robert Park | 65% | $327,600 | | Andy Sherman | 65% | $376,350 | | John Couling | 65% | $373,750 | | Shriram Revankar | 65% | $354,900 |
Annual Incentive Compensation—2025 Executive Bonus Plan
A NEO may receive an actual award payout that is larger or smaller than his annual incentive compensation target, or may receive no award payout at all, depending on the extent to which the applicable corporate performance goals were met and subject to any discretionary adjustments based on individual performance or other factors determined by the Committee as described further below. MULTIPLIER—REVENUE AND NON-GAAP OPERATING INCOME GOALS In November 2024, the Committee approved a sliding scale corporate financial performance formula for determining payout levels for the 2025 Executive Bonus Plan based on a multiplier keyed to our revenue achievement, and subject to us exceeding a non-GAAP operating income “gate” (below which there would be no funding). The non-GAAP operating income gate and the revenue goals underlying the multiplier were consistent with our fiscal 2025 financial performance objectives and operating plan. In approving these targets for fiscal 2025, the Committee set goals aimed at motivating our NEOs to achieve strong financial, team, and individual performance. Our 2025 Executive Bonus Plan was based on revenue and profitability measures because the Committee believed that solid performance in these areas reflects successful achievement of our business objectives and would contribute to long-term stockholder value creation. No payouts would be made under the 2025 Executive Bonus Plan unless we achieved both a non-GAAP operating income “gate” and threshold revenue as set forth in the table below, which represented 75% and 90% of the non-GAAP operating income and revenue target objectives under our fiscal 2025 operating plan, respectively. The maximum multiplier was 150%.
Annual Incentive Compensation—2025 Executive Bonus Plan
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Annual Incentive Compensation—2025 Executive Bonus Plan
For purposes of the 2025 Executive Bonus Plan, “non-GAAP operating income” excluded from GAAP operating income amounts related to stock based compensation, the amortization of intangibles from business combinations, and restructuring charges, which is consistent with how we publicly report our non-GAAP results in our quarterly earnings releases. In addition, the 2025 Executive Bonus Plan provides that, at the discretion of the Committee, the financial impact of M&A transactions will be excluded for purposes of assessing achievement, but there were no such impacts in fiscal 2025. We achieved non-GAAP operating income of $447.5 million, which satisfied the “gate” requirement of $337.5 million. We also achieved revenue of $1,349.1 million against a threshold requirement of $1,228.5 million and a target of $1,365.0 million, resulting in a multiplier of 94%. See
Appendix A
Appendix A to this Proxy Statement for a reconciliation of our non-GAAP to GAAP operating income results for fiscal 2025, and for other information about our use of non-GAAP financial measures. POTENTIAL ADJUSTMENTS FOR INDIVIDUAL PERFORMANCE AND 2025 EXECUTIVE BONUS PLAN PAYOUTS There were no individual adjustments made to fiscal 2025 calculated award payouts for our NEOs. For fiscal 2025, our CEO received 94% of his annual incentive compensation target, based on a multiplier of 94%. The Committee had the discretion to adjust the calculated award payout amount for our CEO under the 2025 Executive Bonus Plan to take into account additional factors that the Committee deemed relevant to the assessment of individual or corporate performance. In November 2025, the Committee, based on its evaluation of our CEO’s performance and his contributions during the fiscal year, determined not to make any such adjustment. For each of our other NEOs, our CEO had the discretion under the 2025 Executive Bonus Plan to recommend, subject to the limitations set forth in the 2025 Executive Bonus Plan, increases or decreases of up to 25% of each such NEO’s calculated award payout amount for the entire fiscal year based on team and individual performance. Approval of any such adjustments, however, is up to the Committee. In November 2025, the Committee, after consultation with our CEO, determined not to make any adjustments to the calculated award payout amounts of our NEOs, resulting in payments at 94% of their annual incentive compensation targets, based on a multiplier of 94% for fiscal 2025. All final determinations were made by the Committee alone.
Appendix A
| NEO | Annual Incentive Compensation Target | Approved Award Payout | Award Payout as Percentage of Annual Incentive Compensation Target | | Kevin Yeaman | $950,000 | $893,000 | 94% | | Robert Park | $327,600 | $307,944 | 94% | | Andy Sherman | $376,350 | $353,769 | 94% | | John Couling | $373,750 | $351,325 | 94% | | Shriram Revankar | $354,900 | $333,606 | 94% |
Long-Term Incentive Compensation
Long-Term Incentive Compensation The objectives of our long-term incentive compensation program are to: encourage our NEOs to focus on our long-term strategic objectives; further align the interests of our NEOs and our stockholders; provide compensation that is market competitive; recruit, motivate, and retain top talent; and make efficient use of compensation resources. The Committee periodically reviews the design of our long-term incentive compensation program in furtherance of these objectives. EQUITY MIX OF AWARDS We use a “portfolio” approach that mixes different types of equity awards for the long-term incentive compensation granted to our NEOs, consisting in fiscal 2025 of a combination of performance stock unit awards, stock options, and restricted stock unit awards. The graph below illustrates the target allocation of the long-term incentive compensation granted to our NEOs among these equity vehicles in fiscal 2025, based on target equity values converted to shares using the average closing price of our Class A Common Stock for the 30 trading days ending prior to the grant date (and in the case of stock options, using the then most current estimated Black-Scholes value per share calculated using the same valuation methodology we use for financial reporting purposes). In determining the mix of equity for our executives, the Committee considered the following: Stock Options . This vehicle directly ties a sizable portion of our NEOs’ target total direct compensation opportunities to increases in the market price of our Class A Common Stock and presents an effective incentive for them to make long-term decisions that sustain stock price growth and to maximize performance over the term of the award, which is generally a maximum of ten years. Because stock options provide real economic value only if the price of the underlying stock increases, our NEOs realize no economic benefit from their outstanding stock options if our stock price declines or stays flat.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
Restricted Stock Unit Awards . This vehicle aligns the interests of our NEOs with those of our stockholders by rewarding them for increases in our stock price. Unlike stock options, however, restricted stock unit awards have real economic value when they vest even if the stock price declines or stays flat, thus delivering more predictable value to our NEOs and furthering our retention objectives over the vesting term of the awards. In addition, because of their “full value” nature, restricted stock unit awards deliver the desired grant date fair value using a lesser number of shares than we would otherwise use for stock option grants, enabling us to use our equity compensation resources more efficiently and manage the overall number of shares granted and potential resulting dilution. Performance Stock Unit Awards. This vehicle ties a portion of our NEOs’ total direct compensation opportunities to the total stockholder return of Dolby’s Class A Common Stock relative to the total stockholder return of a comparator stock index. Specifically, the shares of our Class A Common Stock subject to outstanding performance stock unit awards may be earned contingent on our achievement of annualized relative total stockholder return levels for Dolby over a three-year performance period beginning on the date of grant, measured against the S&P Midcap 400 Index (^MID) (which is also the index identified in the Stock Price Performance Graph included in our 2025 Annual Report on Form 10-K). From 0% to 200% of the target number of shares subject to the performance stock unit awards may be earned, depending on our level of achievement of these performance conditions, as follows:
Long-Term Incentive Compensation
| | 3-Year Annualized TSR Dolby vs. ^MID | % of Target PSUs Vested* | | | <-16.667% | 0% | | Threshold | -16.667% | 50% | | Target | 0% | 100% | | Maximum | ≥ 33.333% | 200% |
Long-Term Incentive Compensation
| * Linear scaling between performance levels. |
Long-Term Incentive Compensation
If the total stockholder return of our Class A Common Stock lags significantly behind that of the S&P Midcap 400 Index (^MID) over the term of the performance period, no shares will be earned under the performance stock unit awards and our NEOs will not realize any value from these awards. In fiscal 2025 (December 2024), the three-year performance period for the performance stock unit awards granted to our NEOs in fiscal 2022 (December 2021) ended and our annualized TSR relative to the annualized TSR of the S&P Midcap 400 Index (^MID) over the performance period was -9.88%, resulting in the vesting of such awards at 70.37% of target, as shown below.
Long-Term Incentive Compensation
| NEO* | Grant Date | Vest Date | Shares Subject to Performance Stock Unit Awards (at Target) | % of Target Performance Stock Units Awards Vested | Number of Performance Stock Unit Awards Earned and Vested | | Kevin Yeaman | 12/15/2021 | 12/16/2024 | 21,993 | 70.37% | 15,477 | | Andy Sherman | 12/15/2021 | 12/16/2024 | 7,378 | 70.37% | 5,192 | | John Couling | 12/15/2021 | 12/16/2024 | 8,513 | 70.37% | 5,990 |
Long-Term Incentive Compensation
| * Messrs. Park and Revankar were not employed by Dolby at the time the fiscal 2022 performance stock unit awards were granted. |
Long-Term Incentive Compensation
The Committee believes that providing a portfolio of stock options, restricted stock unit awards, and performance stock unit awards supports the objectives of our long-term incentive compensation program by further aligning the interests of our NEOs and stockholders, balancing performance and retention considerations, and enabling us to use our equity compensation resources more efficiently.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
AWARD TERMS Generally, we make an initial equity award to an executive officer when he or she joins us. Thereafter, our executive officers are considered for additional equity awards on an annual basis. The Committee determines the size of each executive officer’s equity award, if any, based on the factors described in “—Committee Considerations” above. One of the objectives of our long-term incentive compensation program is to encourage executive officer retention by requiring that the awards be earned over a multi-year period. Accordingly, in fiscal 2025, we granted stock options and restricted stock unit awards that vest over a period of four years, as well as performance stock unit awards that are subject to a three-year performance and vesting period, as follows:
Long-Term Incentive Compensation
| • | For stock options, a quarter of the total number of shares of our Class A Common Stock subject to each stock option vests on the first anniversary of the grant date and the balance of the shares subject to the stock option vests in equal monthly installments over the next 36 months; |
Long-Term Incentive Compensation
| • | For restricted stock unit awards, a quarter of the total number of shares of our Class A Common Stock subject to each award vests on each of the first four anniversaries of the grant date; and |
Long-Term Incentive Compensation
| • | For performance stock unit awards, shares of our Class A Common Stock subject to each stock unit award will be earned contingent on our achievement of annualized relative total stockholder return levels for Dolby relative to the S&P Midcap 400 Index (^MID) measured over a three-year performance period beginning on the date of grant and ending on the third anniversary thereof and subject to the continued service of the executive officer through such date. Settlement of the number of shares earned (if any) will occur following completion of the performance period, upon certification of achievement of the performance conditions by the Committee. From 0% to 200% of the target number of shares subject to the performance stock units award may be earned, depending on our achievement of these performance conditions. |
Long-Term Incentive Compensation
In fiscal 2025, after considering the factors described in “—Committee Considerations” above, the Committee approved the following stock options , restricted stock unit awards, and performance stock unit awards for our NEOs listed in the table below.
Long-Term Incentive Compensation
| NEOs | Grant Date | Shares Subject to Time-Based Stock Options | Per Share Exercise Price | Grant Date Fair Value of Time- Based Stock Options | Shares Subject to Restricted Stock Unit Awards | Grant Date Fair Value of Restricted Stock Unit Awards | Shares Subject to Performance Stock Unit Awards (at Target) | Grant Date Fair Value of Performance Stock Unit Awards (at Target) | | Kevin Yeaman | 12/16/2024 | 95,671 | $77.91 | $2,067,450 | 54,425 | $4,059,561 | 27,212 | $2,185,396 | | Robert Park | 12/16/2024 | 31,890 | $77.91 | $689,143 | 18,141 | $1,353,137 | 9,070 | $728,412 | | Andy Sherman | 12/16/2024 | 35,307 | $77.91 | $762,984 | 20,085 | $1,498,140 | 10,042 | $806,473 | | John Couling | 12/16/2024 | 36,446 | $77.91 | $787,598 | 20,733 | $1,546,474 | 10,366 | $832,493 | | Shriram Revankar | 12/16/2024 | 31,890 | $77.91 | $689,143 | 18,141 | $1,353,137 | 9,070 | $728,412 |
Long-Term Incentive Compensation
Grants were based on target equity values converted to shares using the average closing price of our Class A Common Stock for the 30 trading days ending prior to the grant date in the case of restricted stock unit awards and performance stock units awards, and using the then most current estimated Black-Scholes value per share calculated using the same valuation methodology we use for financial reporting purposes, in the case of stock options. All stock options were granted with a per-share exercise price equal to the fair market value of our Class A Common Stock on the grant date. EQUITY-BASED AWARD GRANT AND VESTING POLICY AND PRACTICES The Committee has adopted an Equity-Based Award Grant and Vesting Policy (the “Equity Policy”), which applies to all equity awards granted to any of our employees, including our NEOs. The Equity Policy provides that:
Long-Term Incentive Compensation
| • | New hire, promotion, and retention equity awards may only be granted once per month on the 15th day of the month. If the 15th day of the month falls on a weekend or holiday, awards will be granted on the first business day immediately following the 15th day of the month. |
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
| • | Ongoing equity awards (i.e., other than new hire, promotion, and retention awards) may only be granted on December 15th. If December 15th falls on a weekend or holiday, awards will be granted on the first business day immediately following December 15th. |
Long-Term Incentive Compensation
| • | If a pricing term is applicable to a particular equity award (e.g., the exercise price for a stock option), the pricing term will be established by reference to the fair market value of our Class A Common Stock on the award date as determined in accordance with the applicable equity plan provisions. |
Long-Term Incentive Compensation
| • | Equity award approvals by meeting and by unanimous written consent may precede the award date so long as the approval is effective as of the respective award date. Approvals of equity-based awards may never occur after the award date. |
Long-Term Incentive Compensation
| • | If the Committee adopts an executive annual incentive compensation plan that permits the Committee to grant restricted stock unit awards in lieu of cash, the timing of any such restricted stock unit award grants will be determined by the Committee at the time it adopts the applicable executive annual incentive compensation plan. When determining the timing of such awards, the Committee will consider the principles embodied in the Equity Policy. |
Long-Term Incentive Compensation
We also have the following practices regarding equity compensation grants to our executive officers:
Long-Term Incentive Compensation
| • | The Committee typically approves annual equity incentive awards to our executive officers during the first quarter of our fiscal year in November, at such time as the Committee evaluates the compensation for our executive officers for the applicable fiscal year. The annual equity incentive awards are then typically awarded to our executive officers during the first quarter of our fiscal year in December. |
Long-Term Incentive Compensation
| • | We do not strategically time long-term incentive awards in coordination with the release of material non-public information (“MNPI”). |
Long-Term Incentive Compensation
| • | We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. |
Long-Term Incentive Compensation
Insider Trading Policies and Procedures (Including Hedging and Pledging) We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Dolby securities that are applicable to Dolby, all of our directors, officers, and employees, all contractors of the company and all members of their immediate families and households. Our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. Our insider trading policy prohibits, among other things, short sales, hedging or similar transactions designed to decrease the risks associated with holding Dolby securities, and transactions involving derivative securities relating to Dolby securities. Our insider trading policy also generally prohibits pledging of Dolby securities. Executive Stock Ownership Guidelines We maintain stock ownership guidelines for our executive officers, including our NEOs, based on our belief that stock ownership further aligns the interests of our executive officers with those of our stockholders. These guidelines provide that:
Long-Term Incentive Compensation
| • | Our CEO is expected to accumulate and hold an amount of qualifying Dolby equity securities equal to the value of five times his annual base salary (subject to a “floor” to account for potential significant decreases in stock price, consisting of a fixed number of shares having a value equal to five times his base salary on the date of adoption of the guidelines (September 22, 2015)); and |
Long-Term Incentive Compensation
| • | Each other executive officer who reports to our CEO is expected to accumulate and hold an amount of qualifying Dolby equity securities equal to the value of two times his or her annual base salary (subject to a similar floor described above, consisting of a fixed number of shares having a value equal to two times his or her base salary on the date of adoption of the guidelines (September 22, 2015); or with respect to executive officers who became CEO direct reports after such date, a value equal to two times his or her base salary on the date he or she became a CEO direct report). |
Long-Term Incentive Compensation
Compliance is measured as of the last day of each fiscal year, and our executive officers are expected to achieve the applicable level of ownership by the fifth anniversary of the adoption date of the guidelines (or with respect to future executive officers, within five years of becoming an executive officer). As of the end of fiscal 2025, all of our NEOs were in compliance with our executive stock ownership guidelines.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
Policy on Recoupment of Incentive Compensation (“Clawback”) In July 2016, our Board adopted a policy on the recoupment of incentive compensation (the “Previous Policy”), which it amended and restated in August 2023 (as amended, the “Clawback Policy”) to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as implemented by NYSE listing standards and the SEC’s rules and regulations. The Clawback Policy requires us to recover certain cash or equity-based incentive compensation payments or awards made or granted to an executive officer in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”). The Clawback Policy covers cash or equity-based compensation that is granted, earned, or vested based wholly or in part upon the attainment of a company financial reporting measure (including stock price or total stockholder return). Recovery under the Clawback Policy applies to incentive compensation subject to the policy that is received (i) on or after October 2, 2023, (ii) by a person after such individual became an executive officer and (iii) during the three completed fiscal years immediately preceding the date on which we are required to prepare the Accounting Restatement. In addition, recoupment is only required where the executive officer would have received a lower payment based upon the restated financial results. Incentive compensation received prior to October 2, 2023 may be subject to recoupment under the Previous Policy. The Previous Policy allows us to recoup certain cash or equity-based incentive compensation payments or awards made or granted to an executive officer in the event they are involved in fraud or misconduct that results in the need for the company to prepare a material financial restatement. The Previous Policy covers cash or equity-based compensation based on the attainment of company financial reporting measures (excluding stock price or total stockholder return). Recovery under the Previous Policy applies to incentive compensation subject to the policy that is paid, awarded or granted during the three completed fiscal years immediately preceding the date on which we are required to prepare the restatement. In addition, no recoupment under the Previous Policy can be made unless the executive officer would have received a lower payment based upon the restated financial results.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
Generally Available Benefits In fiscal 2025, our NEOs were eligible to participate in our Employee Stock Purchase Plan and the health and welfare programs that are generally available to our other full-time employees, including medical, dental and vision plans; flexible spending accounts for healthcare and dependent care; life, accidental death and dismemberment, and disability insurance; and paid time off. We also maintain a tax-qualified Section 401(k) Plan, which is broadly available to our U.S. general employee population. Under the Section 401(k) Plan, U.S. employees are eligible to receive matching contributions and profit-sharing contributions from Dolby, which together were capped at a maximum of up to $36,695 per participating employee in calendar 2025. Severance and Change in Control Arrangements
Severance Arrangement with Mr. Yeaman
Severance Arrangement with Mr. Yeaman We have entered into a severance arrangement with our CEO as described under the section entitled “Executive Compensation Tables and Related Matters—Potential Payments upon Termination or Change in Control.” We negotiated this arrangement to induce him to resign from his former position and accept the position of CEO in fiscal 2009. This arrangement is intended to provide him with certain payments and benefits in the event of an involuntary termination of his employment without cause or his resignation for good reason, including following a change in control of Dolby.
No Other Severance or Change in Control Arrangements
No Other Severance or Change in Control Arrangements Apart from the arrangement with Mr. Yeaman and the “double-trigger” vesting acceleration provisions in our 2020 Stock Plan as described above, none of our executive officers has any severance, change in control, or similar agreements or arrangements with Dolby. Perquisites and Other Personal Benefits We provide our NEOs with only limited perquisites or other personal benefits that are both customary in the industry in which we operate and are in furtherance of accomplishing our business objectives. For example, given our role in the entertainment industry, our NEOs may be asked to attend industry events, including film festivals, film premieres, award shows, or other similar events, where the attendance of a spouse or significant other may be expected or customary. In those cases, we may pay for or reimburse the business travel and dining expenses of a NEO’s spouse or significant other (not to exceed $8,000 per NEO in any single fiscal year). We believe that payment or reimbursement of these expenses serves a legitimate business purpose in, among other things, advancing our brand and business relationships within the entertainment industry. In addition, our senior executive officers including our NEOs are allowed to use our screening rooms for personal purposes up to four times per year, subject to availability and the payment by the officer of any incremental expenses associated with such use. Employment Agreement with Mr. Yeaman In connection with the appointment of Mr. Yeaman as our President and CEO in fiscal 2009, we entered into an employment agreement with him, which provides that, among other things, his target annual incentive compensation will
No Other Severance or Change in Control Arrangements
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No Other Severance or Change in Control Arrangements
be at least equal to a specified minimum percentage of his annual base salary. The agreement also provides Mr. Yeaman with certain payments and benefits in the event of his termination of employment under specified circumstances, including following a change in control of Dolby. For a summary of the material terms and conditions of these provisions, see “Executive Compensation Tables and Related Matters—Potential Payments upon Termination or Change in Control.” Accounting and Tax Considerations The Committee generally takes into consideration the accounting and tax treatment of each element of compensation when establishing the compensation programs, practices, and packages for our executive officers.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation We examine the accounting cost associated with equity compensation in light of the requirements under ASC Topic 718. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance stock unit awards, based on the grant date “fair value” of the awards. This calculation is performed for accounting purposes, even though recipients may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements (net of estimated forfeitures, which are determined based on historical experience) over the period that a recipient is required to render service in exchange for the award.
Executive Compensation Tables and Related Matters
Executive Compensation Tables and Related Matters Fiscal 2025 Summary Compensation Table The Summary Compensation Table and accompanying footnotes below describe the “total compensation” of our NEOs for the past three fiscal years, calculated in accordance with SEC rules. The total compensation presented below does not reflect the actual compensation received by, or the target compensation of, our NEOs in each fiscal year. The actual value realized by our NEOs in fiscal 2025 from their long-term incentive compensation awards is presented in the Option Exercises and Stock Vested at 2025 Fiscal Year-End table below. The individual elements of the total compensation amount reported in the Summary Compensation Table are as follows: Base Salary. For each of fiscal 2023, fiscal 2024, and fiscal 2025, the amounts reported represent 52 weeks of base salary. Base salary adjustments are set on a calendar year (as opposed to a fiscal year) basis. Consequently, the amounts reported in the Summary Compensation Table represent a blend of calendar year base salaries. Stock Awards and Option Awards. Stock Awards consist of restricted stock unit and performance stock unit awards, and Option Awards consist of stock options, as indicated. Amounts reported in the Stock Awards and Option Awards columns reflect the aggregate grant date fair value of the equity awards computed in accordance with ASC Topic 718, excluding estimated forfeitures. See Note 9 to our consolidated financial statements in our 2025 Annual Report on Form 10-K for more information about the assumptions used to calculate the grant date fair value of such awards. Non-Equity Incentive Plan Compensation. The amount of Non-Equity Incentive Plan Compensation consists of the Executive Bonus Plan awards earned for the fiscal year. Such awards are based on our financial performance during the specified fiscal year and are paid in the following fiscal year.
Executive Compensation Tables and Related Matters
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Kevin Yeaman President and Chief Executive Officer | 2025 | 950,000 | — | 6,244,956 | 2,067,450 | 893,000 | 37,991(3) | 10,193,397 | | | 2024 | 946,250 | — | 5,873,153 | 2,000,426 | 821,750 | 37,385(3) | 9,678,964 | | | 2023 | 928,750 | — | 5,742,876 | 1,880,530 | 916,300 | 35,745(3) | 9,504,201 | | Robert Park Senior Vice President and Chief Financial Officer | 2025 | 504,000 | — | 2,081,549 | 689,143 | 307,944 | 37,991(4) | 3,620,627 | | | 2024 | 500,250 | — | 1,885,055 | 642,094 | 283,374 | 37,385(4) | 3,348,158 | | | 2023 | 485,500 | — | 1,852,453 | 606,615 | 311,493 | 35,745(4) | 3,291,806 | | Andy Sherman Executive Vice President, General Counsel and Corporate Secretary | 2025 | 579,000 | — | 2,304,613 | 762,984 | 353,769 | 43,798(5) | 4,044,164 | | | 2024 | 574,750 | — | 2,102,709 | 716,190 | 325,543 | 37,385(5) | 3,756,577 | | | 2023 | 558,000 | — | 1,926,573 | 630,878 | 357,994 | 35,745(5) | 3,509,190 | | John Couling Senior Vice President, Entertainment | 2025 | 575,000 | — | 2,378,968 | 787,598 | 351,325 | 37,991(6) | 4,130,882 | | | 2024 | 570,750 | — | 2,175,205 | 740,889 | 323,294 | 37,385(6) | 3,847,523 | | | 2023 | 554,000 | — | 2,222,987 | 727,949 | 355,446 | 35,745(6) | 3,896,127 | | Shriram Revankar Senior Vice President, Advanced Technology Group | 2025 | 546,000 | — | 2,081,549 | 689,143 | 333,606 | 37,991(7) | 3,688,289 | | | 2024 | 542,000 | — | 2,030,130 | 691,491 | 306,989 | 55,105(7) | 3,625,715 | | | 2023 | 526,250 | — | 1,111,457 | 363,965 | 337,610 | 21,692(7) | 2,360,974 |
Executive Compensation Tables and Related Matters
| through such vesting dates. See “—Potential Payments upon Termination or Change in Control—Termination and Change in Control Arrangements” for a further description of certain terms relating to these awards. |
Executive Compensation Tables and Related Matters
| unit awards is subject to acceleration under the circumstances described under “—Potential Payments upon Termination or Change in Control—Termination and Change in Control Arrangements.” |
Termination and Change in Control Arrangements
| Potential Payments Upon: | | | | | | | | | | | Change in Control without Assumption of Outstanding Equity Awards ($) | Voluntary Termination Not for Good Reason or Termination for Cause ($) | Involuntary Termination Other Than for Cause | | Voluntary Termination for Good Reason | | | Name | Type of Benefit | | | Without Change in Control ($) | Within 12 Months of Change in Control ($) | Without Change in Control ($) | Within 12 Months of Change in Control ($) | | Kevin Yeaman | Cash Severance Payments | — | — | 2,372,397 | 2,850,000 | 2,372,397 | 2,850,000 | | | Vesting Acceleration(1) | 12,424,483 | — | 6,212,133 | 12,424,483 | 6,212,133 | 12,424,483 | | | Continued Coverage of Employee Benefits(2) | — | — | 83,993 | 111,991 | 83,993 | 111,991 | | | Total Termination Benefits | 12,424,483 | — | 8,668,523 | 15,386,474 | 8,668,523 | 15,386,474 | | Robert Park | Cash Severance Payments | — | — | — | — | — | — | | | Vesting Acceleration(1) | 4,414,018 | — | — | 4,085,585 | — | 4,085,585 | | | Total Termination Benefits | 4,414,018 | — | — | 4,085,585 | — | 4,085,585 | | Andy Sherman | Cash Severance Payments | — | — | — | — | — | — | | | Vesting Acceleration(1) | 4,414,178 | — | — | 4,414,178 | — | 4,414,178 | | | Total Termination Benefits | 4,414,178 | — | — | 4,414,178 | — | 4,414,178 | | John Couling | Cash Severance Payments | — | — | — | — | — | — | | | Vesting Acceleration(1) | 4,732,397 | — | — | 4,732,397 | — | 4,732,397 | | | Total Termination Benefits | 4,732,397 | — | — | 4,732,397 | — | 4,732,397 | | Shriram Revankar | Cash Severance Payments | — | — | — | — | — | — | | | Vesting Acceleration(1) | 4,308,675 | — | — | 3,980,387 | — | 3,980,387 | | | Total Termination Benefits | 4,308,675 | — | — | 3,980,387 | — | 3,980,387 |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on: (4) | | | | | Fiscal Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) ($) | Company Total Shareholder Return (“TSR”) ($) | Peer Group TSR (5) ($) | Net Income (6) ($millions) | Company Selected Measure: Revenue (7) ($millions) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2025 | 10,193,397 | 8,667,758 | 3,870,991 | 3,346,507 | 119.20 | 194.10 | 255 | 1,349 | | 2024 | 9,678,964 | 5,925,195 | 3,644,493 | 2,357,859 | 122.43 | 182.51 | 262 | 1,274 | | 2023 | 9,504,201 | 13,698,921 | 3,471,341 | 4,718,848 | 126.43 | 144.14 | 201 | 1,300 | | 2022 | 9,407,217 | 27,520 | 3,559,881 | 971,483 | 102.50 | 124.78 | 184 | 1,254 | | 2021 | 9,629,118 | 23,634,184 | 3,427,478 | 7,471,656 | 143.65 | 150.45 | 310 | 1,281 |
Pay Versus Performance Table
| (1) Our PEO for each of the fiscal years shown in the table is Kevin Yeaman, our Chief Executive Officer. Amount reflects the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO for the corresponding fiscal year. |
Pay Versus Performance Table
| (2) Amounts reflect the “compensation actually paid” (“CAP”) of our PEO, or the average of the CAP of our Non-PEO NEOs, for each fiscal year. CAP does not necessarily reflect amounts of compensation actually earned, realized, or received by our PEO or Non-PEO NEOs in each fiscal year. Rather, CAP is calculated starting with the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO or Non-PEO NEOs, as applicable, for each fiscal year (and averaged for our Non-PEO NEOs), as adjusted in accordance with the requirements of Item 402(v) of Regulation S-K. The following adjustments were made to the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO and the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs for our fiscal year 2025: |
Relationship Between Compensation Actually Paid and Company Performance
Relationship Between Compensation Actually Paid and Company Performance As described in more detail in “Compensation Discussion and Analysis” above, our executive compensation program reflects a variable pay-for-performance orientation. We use several company performance measures to align executive compensation with company performance. The Compensation Committee generally seeks to incentivize long-term performance, and does not consider the SEC-mandated definition of Compensation Actually Paid in any fiscal year (as measured in accordance with Item 402(v) of Regulation S-K) in determining or evaluating executive compensation. Further, consistent with our focus on the long-term performance of the company, equity awards granted under the company’s executive compensation program typically vest over multiple years. Changes in our stock price can impact the fair values (as determined in accordance with Item 402(v) of Regulation S-K) of these equity awards over their multi-year vesting periods. Since determinations of CAP take into account these fair values, the company’s TSR among other factors may cause CAP amounts to vary significantly from year to year.
Relationship Between Compensation Actually Paid and Company Performance
| | 2026 PROXY STATEMENT | 67 |
Relationship Between Compensation Actually Paid and Total Shareholder Return
Relationship Between Compensation Actually Paid and Total Shareholder Return The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the cumulative TSR for each of the company and the S&P 400 Index, over the four fiscal years presented in the Pay Versus Performance Table above. The comparison of the TSRs is required by Item 402(v) of Regulation S-K and is not intended to forecast or be indicative of possible future performance of our Class A common stock or the S&P 400 Index. The company does not use absolute cumulative TSR as a company performance measure in its executive compensation program.
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the company’s GAAP net income over the four fiscal years presented in the Pay Versus Performance Table above. The company does not use net income as a company performance measure in its executive compensation program.
Relationship Between Compensation Actually Paid and Net Income
| 68 | 2026 PROXY STATEMENT | |
Relationship Between Compensation Actually Paid and Revenue
Relationship Between Compensation Actually Paid and Revenue The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the Company Selected Measure, which is the company’s GAAP revenue, over the four fiscal years presented in the Pay Versus Performance Table above. For a discussion of how revenue is used to link executive compensation with the company’s performance, see “Compensation Discussion and Analysis” above.