DEF 14A of Netgear, Inc., Apr 16, 2026

DEF 14A of Netgear, Inc.

Filed Apr 16, 2026 · FY20250001193125-26-159312

Open on EDGAR

  1. Information Concerning the Nominees and Incumbent Directors

    Information Concerning the Nominees and Incumbent Directors The names of the nominees and certain biographical information about them as of March 30, 2026 are set forth below. In the table below, "C" indicates Chair of the applicable committee and "X" indicates Member of the applicable committee.

  2. Information Concerning the Nominees and Incumbent Directors

    | | | | | | | Committee Memberships | | | | | Director/Nominee | Age | Director Since | Principal Occupation | Other Public Com- pany Boards | Inde- pen- dent | Audit | Com- pensa- tion | Cyber- secur- ity | Nomin- ating and Corp- orate Govern- ance | | Charles (CJ) Prober | 54 | 2024 | Chief Executive Officer | 1 | | | | | | | Sarah S. Butterfass | 48 | 2020 | Director/Nominee | 0 | Yes | X | | X | | | Laura J. Durr | 65 | 2020 | Director/Nominee | 2 | Yes | C | | | X | | Shravan K. Goli | 55 | 2021 | Chief Executive Officer at Colibri Group | 0 | Yes | | X | | C | | Laura C. Orvidas | 52 | 2024 | Chief Executive Officer of onXmaps | 0 | Yes | | X | X | | | Janice M. Roberts | 70 | 2019 | Director/Nominee | 1 | Yes | | C | | X |

  3. Board Skills Matrix

    Board Skills Matrix A key objective of the Company is to maintain a Board with a diverse range of expertise, skills, and experience in areas that are relevant to our business and the Board's evolving needs. Each Board Member brings unique strategic insights and perspectives across increasingly complex disciplines companies in our industry need to thrive in today's competitive marketplace. In addition to the details provided in Director Bios below, the following table summarizes the key qualifications, attributes, skills, and experiences most relevant to the decision to nominate candidates to serve on our Board of Directors. The fact that a specific area of focus or experience is not designated does not mean the Director nominee does not possess that attribute or expertise. Rather, the attributes or

  4. Board Skills Matrix

    | | 2026 PROXY STATEMENT | 5 |

  5. Board Skills Matrix

    experiences noted below are those reviewed by the Nominating and Corporate Governance Committee and our Board of Directors in making nomination decisions and as part of the Board succession planning process.

  6. Board Skills Matrix

    | | Prober | Butterfass | Durr | Goli | Orvidas | Roberts | | Leadership Experience in senior leadership positions to analyze, advise and oversee management in decision making, operations and policies | ü | ü | ü | ü | ü | ü | | Relevant Industry Expertise Hardware and/or software sales, development, manufacturing and general insight into the industry and risks we face | ü | ü | ü | ü | ü | ü | | Financial and Accounting Knowledge and Expertise Knowledge of financial markets, financing and accounting and financial reporting processes | ü | ü | ü | ü | | ü | | Cybersecurity/Information Security/Privacy Experience in overseeing and/or managing cybersecurity, privacy, information security and related risks | ü | | ü | | ü | | | Sales, Marketing and Brand Management Sales, marketing and brand management experience to provide guidance to grow sales and enhance our brand | ü | ü | | ü | ü | ü | | Global/International Business Experience and Knowledge Experience and knowledge of global operations, business conditions and culture to advise and oversee our global business | ü | ü | ü | ü | | ü | | Governance, Risk Oversight and Compliance Experience in public company corporate governance and responsibility, risk oversight and management, compliance, policy and creating long term sustainable value vis a vis the same | ü | ü | ü | ü | | ü | | Emerging Technologies and Business Models Experience identifying, developing and adopting emerging technologies such as AI as well as innovative and potentially disruptive business models | ü | ü | | ü | ü | ü | | Human Capital Management Experience attracting and retaining top talent to advise and oversee our people and compensation policies | ü | ü | | ü | ü | ü | | Public Company Board Experience Experience navigating the dynamics and operation of a public company and the applicable legal and regulatory landscape | ü | ü | ü | ü | | ü | | Technology General experience in the technology space | ü | ü | ü | ü | ü | ü | | Software and Services Business Experience Experience in matters related to selling, marketing and developing software and related services and business models related to the same | ü | ü | ü | ü | | ü |

  7. Board Skills Matrix

    | 6 | 2026 PROXY STATEMENT | |

  8. Board Skills Matrix

    | Committees: • None | Charles (CJ) Prober | | | | Chief Executive Officer & Director Director since: 2024 | Age: 54 | | | Biography Charles (CJ) Prober is Chief Executive Officer and a member of the board of directors of NETGEAR since January 2024. Prior to joining NETGEAR, Mr. Prober served as President of Life360, Inc. ("Life360"), a consumer software company, from January 2022 to July 2023. Mr. Prober continues to serve on the board of directors of Life360. Mr. Prober joined Life360 via the acquisition of Tile, Inc. ("Tile"), a software and consumer electronics company, in January 2022 and served as the Chief Executive Officer of Tile from September 2018 to January 2022. Mr. Prober also previously served as a member of Tile’s board of directors from February 2018 to January 2022, including as its Executive Chairman from February 2018 to September 2018. Before then, he served as the Chief Operating Officer of GoPro, Inc. from January 2017 to February 2018 and its Senior Vice President of Software and Services from June 2014 to December 2016. Prior thereto, Mr. Prober held executive leadership roles at Electronic Arts Inc. and Bioware/Pandemic (acquired by EA in 2008), and prior to his executive leadership roles, Mr. Prober was a consultant with McKinsey & Company and a corporate attorney with Wilson Sonsini | Goodrich & Rosati. Mr. Prober received his Bachelor of Commerce from the University of Manitoba and a Bachelor of Laws from McGill University. Relevant Expertise Mr. Prober brings significant experience to NETGEAR, having been a board member and executive of technology companies for over 20 years. He brings deep knowledge and experience across hardware, software, digital services and online subscription lines of business. He has a proven track record as a successful transformational leader, driving the creation and growth of successful transaction businesses at Electronic Arts, GoPro and Tile as well as driving a host of both buy and sell-side strategic transactions. Mr. Prober is also known as a strategic, operational leader who attracts top talent held to high standards of performance and accountable for results. Other Public Company Boards Life 360, Inc. |

  9. Board Skills Matrix

    | | 2026 PROXY STATEMENT | 7 |

  10. Board Skills Matrix

    | Board Chairperson Committees: • Audit • Compensation and Talent (Chair) | Janice M. Roberts | | | | Director & Board Chairperson Director since: 2019 | Age: 70 | | | 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. In addition to NETGEAR, Inc., Ms. Roberts currently serves on the board of Zebra Technologies, Inc., Totango Inc., and Uneeq Ltd. She is also a member of the Board of Trustees of the Good Samaritan Hospital (HCA Healthcare Inc.) in 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 of Strategic Committee. Other recent boards include serving as Director of RealNetworks, Inc. for almost 10 years, until 2020. Since April 2014, she has been a partner with 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 Enterprise), where she held various executive positions, including Senior Vice President of Global Marketing and Business Development, President of 3Com Ventures and President of the Palm Computing Business Unit. | She also serves on the advisory boards of VividQ Ltd., Illuminate Ventures and GBx Global.org, a technology community of British and Bay Area-based entrepreneurs. Ms. Roberts 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 our Board with a valuable perspective based on her extensive executive, investing and board-level experience from technology companies in multiple product areas and sectors, including networking and telecommunications products, software, microprocessor technology, gaming and applications, spanning consumer, business and service provider markets. She has considerable board governance experience, having serviced in the positions of Chairperson, Lead Independent Director, Chair of Compensation and Strategy/M&A committees; and as a member of Audit, Compensation, Nominating and Governance, Strategy and Special Litigation committees. Ms. Roberts is an active member of the NACD and other board director groups and exchanges. She is passionate about regular stockholder engagement, deeply understanding evolving market expectations and best practices and meeting them proactively. She also has vast experience in executive compensation structures and philosophies, and champions pay-for-performance financial incentives for NETGEAR's operational leaders. Other Public Company Boards Zebra Technologies, Inc. |

  11. Board Skills Matrix

    | 8 | 2026 PROXY STATEMENT | |

  12. Board Skills Matrix

    | Committees: • Compensation and Talent • Nominating and Corporate Governance | Sarah S. Butterfass | | | | Director Director since: 2020 | Age: 48 | | | Biography Sarah Butterfass joined the board in October of 2020. She most recently served as the Chief Product Officer (CPO) at FanDuel from 2020 to 2024. As CPO, Sarah led the product development organization in addition to the risk and trading organization and was responsible for delivering world-class experiences to FanDuel customers. Prior to FanDuel, Sarah served as Groupon’s Chief Product Officer. As Groupon’s top product development leader, Sarah oversaw the company’s global product organization in developing the future of the Groupon experience for consumers and businesses across all channels and all verticals. Prior to Groupon, Sarah served as E*TRADE’s Senior Vice President and Head of Customer Experience. While at E*TRADE, she also served as Senior Vice President of the company’s Trader Group and Chief Marketing Officer of OptionsHouse, an E*TRADE company. Prior to E*TRADE, Sarah was Vice President of Customer Loyalty at Orbitz and served in other senior product roles. Sarah has an M.B.A. from the Kellogg School of Management and a bachelor’s degree from Northwestern University. | Relevant Expertise Ms. Butterfass brings deep knowledge and experience to our Board across multiple functions in both the consumer and enterprise space. As a former chief product officer leading edge technology companies and as a prior senior executive and chief marketing officer at other leading technology and e-commerce companies, Ms. Butterfass compliments the diverse skills and experience of our Board by providing targeted, strategic insight into product, marketing, subscription services and software development, as well as operational, executive management and governance excellence. Other Public Company Boards None |

  13. Board Skills Matrix

    | | 2026 PROXY STATEMENT | 9 |

  14. Board Skills Matrix

    | Committees: • Audit (Chair) • Cybersecurity | Laura J. Durr | | | | Director Director since: 2020 | Age: 65 | | | 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 insight, given her background in leadership and board roles in Silicon Valley technology companies. Her deep knowledge and expertise in finance, accounting, governance, risk management and strategic transactions compliments the diverse skill sets and experience of our Board, having held operational roles across all finance functions at leading public technology companies, a key driver of strategic transactions and corporate initiatives as well as a board member in both the private and public sectors. Other Public Company Boards Xperi Inc. Owlet, Inc. |

  15. Board Skills Matrix

    | Committees: • Nominating & Governance Committee (Chair) • Compensation and Talent Committee | Shravan K. Goli | | | | Director Director since: 2021 | Age: 55 | | | Biography Shravan K. Goli has been one of our directors since October 2021 and is currently the Chief Executive Officer at Colibri Group -- a professional education company that serves millions of individuals and business customers through over 40 leading brands, offering flexible, online, and in-person learning solutions to licensed professionals. Mr. Goli has a track record of success in championing and driving adoption of AI in the workplace, unleashing its full potential to not only drive leading competitiveness in the market, but also efficiency and excellence across all business functions. Prior to Colibri, he held several leadership roles at Coursera where he expanded global learning access for millions, led growth in consumer and enterprise markets, and played a key role in the company's successful IPO. At DHI Group Inc. where he initially served as President of Dice.com, a tech job marketplace, he successfully led the growth strategy and operations. From December 2009 to March 2013, Mr. Goli served as President and Chief Executive Officer of Dictionary.com where he sparked impressive growth through product innovation. Before that, Mr. Goli was GM at Yahoo!. Earlier, he worked at Microsoft where he led the launch of several MSN services at MSN.com and subsequently held roles in the home and entertainment division. In addition, he was | a co-founder of Corners.In, a content-centric social networking service. Mr. Goli holds a M.B.A. from the University of Washington and a M.S. in computer science from the University of Maryland. Relevant Expertise As the CEO of Colibri Group, and the former chief operating officer, chief product officer and head of consumer revenue of a public company and prior senior executive at other relevant technology companies, Mr. Goli provides the Company with strategic insight into technology, subscription services, operations excellence and governance. Mr. Goli's deep experience and passion for AI adoption and innovation, as well as the competitive advantages and cost-efficiencies it brings to bear across both consumer and enterprise businesses, bring unique perspective and value to the Company in a manner that compliments the Board's overall skills and overall comprehensive strategic value Other Public Company Boards None |

  16. Board Skills Matrix

    | 10 | 2026 PROXY STATEMENT | |

  17. Board Skills Matrix

    | Committees: • Compensation and Talent • Cybersecurity | Laura C. Orvidas | | | | Director Director since: 2024 | Age: 52 | | | Biography Laura Orvidas has served as one of our directors since July 2024. She is the Chief Executive Officer of onXmaps, a leading consumer subscription company that helps inform, inspire, and empower outdoor enthusiasts while expanding access and promoting stewardship opportunities. Prior to onX, Laura spent almost 18 years at Amazon.com in various positions before assuming the role of Vice President across consumer electronics, and Amazon Basics private label. Before Amazon, Laura worked for The Parthenon Group (since acquired by Ernst & Young), a strategy consulting firm. Laura served as an Independent Director for Tile for three years and services on the Executive Board of Directors and the Finance Committee of two non-profits, Theodore Roosevelt Conservation Partnership and Yellowstone Forever. She earned her degree in Biology from Illinois Wesleyan University. | Relevant Expertise Ms. Orvidas has deep institutional insight and experience with Amazon, one of the world's largest online retailers, which also serves as one of NETGEAR's important sales platforms. Ms. Orvidas' background in online consumer electronics sales, proven track record of success in developing and launching online and mobile subscription offerings, coupled with her experience as the CEO of a popular consumer software subscription company gives her unique strategic and operational insight across the Company's suite of business functions. Other Public Company Boards None |

  18. Board Skills Matrix

    | 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. |

  19. Board Skills Matrix

    | | 2026 PROXY STATEMENT | 11 |

  20. Fiscal Year 2025 Director Compensation

    Fiscal Year 2025 Director Compensation The following Director Compensation Table sets forth certain information regarding the compensation of our non-employee directors for the 2025 fiscal year.

  21. Fiscal Year 2025 Director Compensation

    | Name | Fees Earned In Cash ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2) | Total ($) | | Sarah S. Butterfass | 72,500 | 199,990 | — | 272,490 | | Laura J. Durr | 95,000 | 199,990 | — | 294,990 | | Shravan K. Goli | 73,500 | 199,990 | — | 273,490 | | Bradley L. Maiorino | 90,000 | 199,990 | — | 289,990 | | Laura C. Orvidas | 70,000 | 199,990 | — | 269,990 | | Janice M. Roberts | 112,500 | 199,990 | — | 312,490 | | Thomas H. Waechter(4) | 86,000 | — | — | 86,000 |

  22. Fiscal Year 2025 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 2025 calculated utilizing the provisions of the authoritative guidance for stock compensation without regard to vesting. For a discussion of the valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. As of December 31, 2025, each Director (except for Mr. Waechter) had the 6,761 NETGEAR restricted stock units outstanding, respectively. (2) There were no stock option awards made to the Directors in 2025. As of December 31, 2025, none of the Directors had options outstanding. (3) On May 29, 2025, each of the then-serving directors was issued 6,761 restricted stock units, which vest entirely on the date of the 2026 Annual Meeting of Stockholders. (4) Mr. Waechter’s service as a member of our Board concluded at the 2025 annual meeting of stockholders and therefore was not eligible to receive the annual grant of 6,761 restricted stock units at the 2025 annual meeting of stockholders.

  23. 2025 Compensation Highlights

    2025 Compensation Highlights • Base Salary. Base salaries for our NEOs (other than Mr. Oakes, who joined the Company in June 2025) increased by approximately 3% to 5%, following the Committee's annual review of market positioning, individual scope and performance, and internal equity. See “2025 NEO Compensation—Base Salary” below for more details. • Annual Cash Incentive Compensation. Under our 2025 executive bonus plan, we paid cash bonuses ranging from 128% to 134% of target to the NEOs who continued serving as executive officers through December 31, 2025, based on the Company’s achievement of objective, pre-established performance goals. Each NEO’s 2025 bonus was based on the level of net revenue, non-GAAP operating income, and (for each NEO other than Messrs. Prober and Murray) segment-specific net revenue and contribution income, with no exercise of positive discretion by the CTC. See “2025 NEO Compensation—Annual Cash Incentive Compensation” below for more details. • Long-Term Incentive Compensation. In 2025, each NEO was granted a mix of RSUs and performance stock units (“PSUs”). Our CEO’s annual equity grant continued to consist of 50% RSUs and 50% PSUs. To strengthen pay-for-performance, the CTC increased the weighting of PSUs in our other NEOs’ annual equity grant mixes, from 25% to 50% for Messrs. Murray and Badjate and from 0% to 25% for Mr. McLindin. Upon joining the Company in June 2025, Mr. Oakes was awarded an equity grant composed of 50% RSUs and 50% PSUs, aligning his equity grant mix with that of other similarly situated executive officers. These changes reflected stockholder feedback and our focus on driving long-term value creation. See “2025 NEO Compensation—Long-Term Incentive Compensation” below for more details.

  24. Executive Compensation Practices

    | What We Do | What We Don’t Do | | ✓ Closely align pay and performance by delivering a significant portion of executive compensation through short- and long-term incentives tied to the achievement of pre-established corporate performance goals ✓ Set challenging targets for executive officers to earn cash incentives ✓ Rely on an independent Compensation and Talent Committee and engage an independent compensation consultant ✓ Maintain stock ownership guidelines for executive officers and directors ✓ Maintain a clawback policy ✓ Engage regularly with stockholders | × No compensation plans that encourage excessive risk taking × No executive benefits or perquisites outside of participation in broad-based plans × No tax gross-ups on severance or change-of-control benefits × No short sales, hedging or pledging of stock ownership positions and transactions involving derivatives of our common stock |

  25. Say-on-Pay Advisory Vote Results and Stockholder Engagement

    Say-on-Pay Advisory Vote Results and Stockholder Engagement We hold an annual stockholder advisory vote on our executive compensation program, commonly referred to as a say-on-pay vote. From our first say-on-pay vote in 2011, through our 2023 Annual Meeting, support averaged approximately 97%. Support declined to approximately 71% at our 2024 Annual Meeting and to approximately 69% at our 2025 Annual Meeting. These results were below the expectations of the Company and our Board of Directors and the CTC viewed those results as a signal that aspects of our program required further refinement. Following the 2024 say-on-pay vote, and prior to making executive compensation decisions for 2025, we conducted a broad stockholder outreach effort to discuss executive compensation design updates and our proposed 2025 Equity Incentive Plan (the “2025 Plan”) that would be submitted for stockholder approval at our 2025 Annual Meeting. We engaged with stockholders who collectively held more than 56% of our outstanding shares and held meetings with stockholders who collectively held greater than 38% of our outstanding shares. After careful consideration of feedback received, the evolving needs of our business, and market trends in compensation practices, the CTC took action to strengthen the performance orientation of the 2025 program. Among other changes, the CTC increased our use of PSUs in annual equity grants, maintained objective and pre-established metrics in our annual incentive program, awarded PSUs without true-up features, and enhanced our stock ownership guidelines. The CTC believes these actions materially improved alignment between pay outcomes, performance, and stockholder interests. Additionally, following the 2025 say-on-pay vote, we further engaged with stockholders collectively representing more than 60% of our outstanding shares and held meetings with stockholders who collectively held greater than 41% of our outstanding shares. Ms. Roberts, our Chairperson and the Chair of our CTC, participated in a majority of these meetings together with members of management. During these engagements, stockholders emphasized the importance of non-discretionary pay-for-performance frameworks for both annual and

  26. Say-on-Pay Advisory Vote Results and Stockholder Engagement

    long-term incentives during a pivotal period in the Company’s transformation. Stockholders also focused on the structure of our CEO’s sign-on PSU award and the size of his sign-on equity awards. We believe the changes incorporated into our 2025 executive compensation program directly address this feedback. Our CTC and Board of Directors value direct stockholder feedback and expect it to remain an important factor in future compensation decisions.

  27. Designing a Competitive Compensation Package

    Designing a Competitive Compensation Package To recruit and retain executives, we provide a compensation package that is intended to be market competitive and performance-oriented. Our CTC is responsible for reviewing our executive compensation plans, policies, and programs and approving those it deems appropriate. In general, the CTC seeks to position target 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 2025 compensation comparison purposes, the Peer Group was reviewed in January 2025 by FW Cook, the CTC’s independent compensation consultant, with input from management and our CTC. Following that review, the CTC determined that the Peer Group used for 2024 remained appropriate for 2025. Accordingly, the Peer Group for 2025 consisted of the following 17 U.S. publicly traded companies from the computer peripheral, communications equipment, and consumer electronics industries with generally comparable revenue and market capitalization.

  28. Designing a Competitive Compensation Package

    | 2025 PEER GROUP | | | ADTRAN, Inc. Arlo Technologies, Inc. Aviat Networks, Inc. Calix, Inc. Comtech Telecommunications Corp. Corsair Gaming, Inc. Digi International Inc. Extreme Networks, Inc. GoPro, Inc. | Harmonic Inc. Infinera Corp. Logitech International S.A. NetScout Systems, Inc. OSI Systems, Inc. Ribbon Communications Inc. Sonos, Inc. Viavi Solutions Inc. |

  29. Designing a Competitive Compensation Package

    At the time of review in January 2025, the Peer Group had a median revenue of approximately $896 million and a median market capitalization of approximately $1.45 billion. Relative to the Peer Group at the time of review, the Company ranked at approximately the 30th percentile by revenue (trailing four quarters) and at the 31st percentile by market capitalization. The CTC reviews both individual elements of compensation as well as total direct compensation compared to the Peer Group. Direct comparisons are not always possible due to lack of data or different valuation approaches for compensation that is contingent, of uncertain duration or not dollar- or share-based. In those cases, the CTC uses market observations together with judgment rather than relying solely on survey data. In setting compensation for individual NEOs, the CTC considers the Peer Group data together with tenure, experience, skills, performance, retention considerations, and internal equity. For NEOs other than the CEO, the CTC reviews recommendations from the CEO with input from FW Cook. For the CEO, the CTC develops its own recommendation with the assistance of its independent compensation consultant in executive session without the CEO, or any other member of management, present. The CTC also consults with the other independent members of the Board of Directors regarding CEO compensation, without the CEO or other management present. The CTC then independently reviews and approves compensation for NEOs and other executive officers.

  30. Designing a Competitive Compensation Package

    | 36 | 2026 PROXY STATEMENT | |

  31. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Our annual incentive programs provide executive officers the opportunity to earn cash compensation based on the achievement of objective, pre-established performance goals. In 2025, each NEO participated in our 2025 executive bonus plan. The discussion below describes the plan design, the target bonus opportunities, and the resulting payouts. 2025 Executive Bonus Plan Design. In early March 2025, the CTC approved the objective performance metrics and corresponding performance goals for the 2025 executive bonus plan, and set targets for the Company and our then-existing segments, NETGEAR for Business, Home Networking, and Mobile as summarized in the table below. Depending on their role, each NEO’s 2025 bonus was based on the level of net revenue, non-GAAP operating income, and/or contribution income achieved by the Company, our NETGEAR for Business ("NFB") segment (now our Enterprise segment), our Home Networking segment (now comprised within our Consumer segment), and/or our Mobile segment (now comprised within our Consumer segment), as applicable over two performance periods: (1) the first half of the fiscal year (weighted 50% and capped at 100% of target); and (2) the full fiscal year (weighted 50% and capped at 150% of target). The CTC adopted this structure to promote both mid-year accountability and full-year execution. The CTC selected these performance measures because they are key indicators of the Company’s ability to drive profitable growth and execute against our operating plan. The full-year target goal for Company net revenue represented growth of 3.2% over actual results for 2024 and the full-year target for Company non-GAAP operating income represented an improvement in our net loss compared to 2024 of $27.4 million.

  32. Annual Cash Incentive Compensation

    | | | | Threshold Goals (50% Payout) | | Target Goals (100% Payout) | | Maximum Goals (150% Payout) | | | NEO(s) | Performance Metric | Weighting | Mid-Year ($M) | Full-Year ($M) | Mid-Year ($M) | Full-Year ($M) | Mid-Year ($M) | Full-Year ($M) | | Charles (CJ) Prober, Bryan D. Murray | Company Net Revenue(1) | 50% | 295.6 | 625.6 | 328.4 | 695.1 | 344.9 | 729.8 | | | Company Non-GAAP Operating Income(2) | 50% | (24.9) | (37.4) | (18.1) | (22.2) | (13.3) | (11.6) | | Pramod Badjate | Company Net Revenue(1) | 25% | 295.6 | 625.6 | 328.4 | 695.1 | 344.9 | 729.8 | | | Company Non-GAAP Operating Income(2) | 25% | (24.9) | (37.4) | (18.1) | (22.2) | (13.3) | (11.6) | | | NFB Net Revenue(1) | 25% | 142.4 | 299.6 | 158.2 | 332.9 | 166.1 | 349.5 | | | NFB Contribution Income(3) | 25% | 18.4 | 43.1 | 23.9 | 55.1 | 27.9 | 63.1 | | Jonathan Oakes | Company Net Revenue(1) | 25% | 295.6 | 625.6 | 328.4 | 695.1 | 344.9 | 729.8 | | | Company Non-GAAP Operating Income(2) | 25% | (24.9) | (37.4) | (18.1) | (22.2) | (13.3) | (11.6) | | | Home Networking Net Revenue(1) | 25% | 114.0 | 249.0 | 126.7 | 276.7 | 133.0 | 290.6 | | | Home Networking Contribution Income(3) | 25% | (8.8) | (7.2) | (6.5) | (2.5) | (4.3) | 2.0 | | Graeme McLindin | Company Net Revenue(1) | 25% | 295.6 | 625.6 | 328.4 | 695.1 | 344.9 | 729.8 | | | Company Non-GAAP Operating Income(2) | 25% | (24.9) | (37.4) | (18.1) | (22.2) | (13.3) | (11.6) | | | Mobile Net Revenue(1) | 25% | 39.2 | 83.2 | 43.6 | 92.5 | 45.7 | 97.1 | | | Mobile Contribution Income(3) | 25% | (1.1) | (2.3) | 0.6 | 1.2 | 2.4 | 4.7 |

  33. Annual Cash Incentive Compensation

    (1) Net revenue is determined in accordance with GAAP and reflected in the Company’s financial statements. (2) Non-GAAP operating income (loss) is equal to our GAAP operating income (loss) after excluding amortization of intangibles, stock-based compensation expense, acquisition related expense, restructuring and other charges, and litigation reserves, net, as presented in the Company’s press release reporting the financial results for fiscal 2025. 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

  34. Annual Cash Incentive Compensation

    | 38 | 2026 PROXY STATEMENT | |

  35. Annual Cash Incentive Compensation

    corporate research and development, corporate marketing expense and general and administrative costs, amortization of intangibles, stock-based compensation expense, acquisition related expense, restructuring and other charges, and litigation reserves, net. In July 2025, the CTC certified the performance results for the mid-year goals, and in January 2026, it certified the performance results for the full-year goals. The table below summarizes these results, achievement levels and weighted payout percentages.

  36. Annual Cash Incentive Compensation

    | | | | Mid-Year Performance (Capped at 100% Payout Mid-Year) | | | Full-Year Performance | | | | NEO(s) | Performance Metric | Weighting | Result ($M) | % of Target | Weighted Payout | Result ($M) | % of Target | Weighted Payout | | Charles (CJ) Prober, Bryan D. Murray | Company Net Revenue | 50% | 332.6 | 113% | 56% | 699.6 | 106% | 53% | | | Company Non-GAAP Operating Income (Loss) | 50% | (3.8) | 150% | 75% | 5.9 | 150% | 75% | | Pramod Badjate | Company Net Revenue | 25% | 332.6 | 113% | 28% | 699.6 | 106% | 26% | | | Company Non-GAAP Operating Income (Loss) | 25% | (3.8) | 150% | 38% | 5.9 | 150% | 38% | | | NFB Net Revenue | 25% | 161.8 | 123% | 30% | 342.0 | 127% | 32% | | | NFB Contribution Income | 25% | 33.6 | 150% | 38% | 76.7 | 150% | 38% | | Jonathan Oakes | Company Net Revenue | 25% | 332.6 | 113% | 28% | 699.6 | 106% | 26% | | | Company Non-GAAP Operating Income (Loss) | 25% | (3.8) | 150% | 38% | 5.9 | 150% | 38% | | | Home Networking Net Revenue | 25% | 128.9 | 117% | 29% | 277.3 | 102% | 26% | | | Home Networking Contribution Income | 25% | 1.4 | 150% | 38% | 8.9 | 150% | 37% | | Graeme McLindin | Company Net Revenue | 25% | 332.6 | 113% | 28% | 699.6 | 106% | 26% | | | Company Non-GAAP Operating Income (Loss) | 25% | (3.8) | 150% | 38% | 5.9 | 150% | 38% | | | Mobile Net Revenue | 25% | 41.9 | 81% | 20% | 80.3 | 0% | 0% | | | Mobile Contribution Income (Loss) | 25% | 0.4 | 94% | 23% | (0.2) | 80% | 20% |

  37. Annual Cash Incentive Compensation

    2025 Target Bonus Opportunities. The table below presents the 2025 target bonus opportunities for our NEOs under the 2025 executive bonus plan. The CTC approved target opportunities for Messrs. Prober, Murray, Badjate, and McLindin in May 2025, and for Mr. Oakes in June 2025. In setting these target opportunities, the CTC considered the same factors used in setting base salaries, along with the importance of providing meaningful incentives tied to annual performance. The 2025 target bonus opportunities (expressed as a percentage of base salary) for Messrs. Prober, Murray, Badjate, and McLindin were unchanged from 2024. Consistent with prior years, the maximum bonus amount was equal to 150% of target.

  38. Annual Cash Incentive Compensation

    | | 2025 Target Bonus Opportunity | | | NEO | % of Base Salary | Cash Amount ($) | | Charles (CJ) Prober | 120% | 921,288 | | Bryan D. Murray | 75% | 411,082 | | Pramod Badjate | 75% | 399,832 | | Jonathan Oakes | 60% | 175,068(1) | | Graeme McLindin | 60% | 185,137 |

  39. Annual Cash Incentive Compensation

    (1) Amount represents Mr. Oakes’ pro-rated 2025 target bonus opportunity based on his June 2, 2025 start date. 2025 Bonus Payouts. The table below shows the bonuses earned by our NEOs under the 2025 executive bonus plan. The mid-year bonus amounts were paid in July 2025, and the remainder of each NEO’s total earned 2025 bonus will be paid in late April 2026.

  40. Annual Cash Incentive Compensation

    | | 2026 PROXY STATEMENT | 39 |

  41. Annual Cash Incentive Compensation

    | NEO | Mid-Year Bonus Payout Percentage | Mid-Year Bonus Payout ($) | Full-Year Bonus Payout Percentage | Total 2025 Bonus Payout ($) | | Charles (CJ) Prober | 100% | 443,836 | 128% | 1,181,731 | | Bryan D. Murray | 100% | 199,726 | 128% | 527,293 | | Pramod Badjate | 100% | 194,178 | 134% | 533,798 | | Jonathan Oakes(1) | 100% | 23,014 | 127% | 222,286 | | Graeme McLindin(2) | 100% | 88,595 | 49% | 88,595 |

  42. Annual Cash Incentive Compensation

    Mr. Oakes’ 2025 bonus payouts were pro-rated based on his June 2, 2025 start date. (2) The CTC exercised negative discretion to reduce Mr. McLindin's full year bonus from the calculated payout of 85% to a final payout of 49%. For clarity, the CTC did not exercise positive discretion or otherwise adjust the formulaic payout of our other NEOs' 2025 bonuses.

  43. Long-Term Incentive Compensation

    Long-Term Incentive Compensation 2025 Overview. Long-term equity incentives are a central component of our executive compensation program because they align executives’ interests with those of stockholders, support retention, and tie a substantial portion of compensation to future performance and value creation. Consistent with this approach, a significant portion of our NEOs’ 2025 target total direct compensation was delivered as equity awards. In 2025, the CTC granted each NEO a mix of time-vesting and performance-vesting equity awards in the form of RSUs and PSUs, respectively, with a heavier weighting on PSUs for several NEOs compared to prior years. 2025 Annual Equity Grants. The Company has historically granted annual equity awards to NEOs in April of each year. However, in April 2025, the CTC determined that it was in the best interests of the Company and its stockholders to defer approval of the 2025 annual equity grants until after the 2025 Annual Meeting, during which the Company’s proposed 2025 Plan would be considered for approval. This approach allowed the CTC to evaluate the structure of our executive officers’ annual equity grants within the parameters of the new plan and to align them more effectively with stockholder feedback and the Company’s pay-for-performance objectives. Approval of the 2025 Plan ultimately would enable increased use of PSUs in the annual equity grant structure. In April 2025, notwithstanding its decision to defer final approval, the CTC preliminarily approved the target values of our NEOs’ 2025 annual equity grants. In determining these values, the CTC considered peer group market data and other relevant factors, including each NEO’s performance, role, and existing equity holdings. With respect to Mr. Prober, the CTC also considered stockholder feedback regarding the size of his 2024 equity grants, including his one-time sign-on grants, and established a market-competitive target value of $4,500,000 for his 2025 annual equity grant. To maintain continuity with our historical grant-timing practices, and to support the pace of the Company’s transformational efforts, the CTC also determined, on a preliminary basis, that the number of shares underlying the 2025 annual equity grants would be calculated using the closing price of our common stock on April 23, 2025, the date the preliminary target values were approved. Following stockholder approval of the 2025 Plan, the CTC finalized the 2025 annual equity grants for Messrs. Prober, Murray, Badjate, and McLindin, consisting of PSUs and RSUs, as outlined in the table below. The target values for these grants were unchanged from those preliminarily approved by the CTC in April 2025. To further strengthen the Company's pay-for-performance orientation, the CTC increased the weighting of PSUs in Messrs. Murray’s and Badjate’s annual equity mix from 25% to 50% and in Mr. McLindin’s mix from 0% to 25%. These changes were made in response to stockholder feedback expressing a preference for greater use of PSUs and to better incentivize and drive long-term value creation. Because the number of shares underlying each 2025 annual equity grant was determined using the closing price of our common stock on April 23, 2025 (the date the preliminary target values were approved), the target values approved by the CTC differ from the grant date fair values reported in the Summary Compensation Table under ASC 718, which reflect valuations determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) as of the June 4, 2025 grant date. Specifically, because our stock price increased by approximately 38% between April 23, 2025 and the June 4, 2025 grant date, the grant date fair values reported in the Summary Compensation Table are materially higher than the target values considered and approved by the CTC.

  44. Long-Term Incentive Compensation

    | 40 | 2026 PROXY STATEMENT | |

  45. Long-Term Incentive Compensation

    | | 2025 RSUs | | 2025 PSUs | | | NEO | Shares (#) | Target Value ($) | Shares (#) | Target Value ($) | | Charles (CJ) Prober | 102,273 | $2,250,000 | 102,273 | $2,250,000 | | Bryan D. Murray | 37,500 | $825,000 | 37,500 | $825,000 | | Pramod Badjate | 22,727 | $500,000 | 22,727 | $500,000 | | Graeme McLindin | 17,045 | $375,000 | 5,682 | $125,000 |

  46. Long-Term Incentive Compensation

    The 2025 RSUs vest over three years, with one-third vesting on April 30, 2026, and the balance vesting in equal quarterly installments over the next two years, subject to continued service. The CTC set the first vesting date on April 30, 2026 to preserve continuity with our historical grant-timing practice. The 2025 PSUs will vest based on the percentile rank of our TSR relative to that of the companies in the Nasdaq Telecommunications Index (our "Relative TSR Rank") over the multi-year performance period beginning on April 23, 2025 and ending on December 31, 2027. The CTC set the beginning of the performance period at April 23, 2025, to maintain continuity with our historical grant-timing practice. In response to stockholder feedback on the structure of Mr. Prober’s sign-on PSU award (which is divided into three equal tranches, each of which has a performance period of approximately one year, and includes a “true-up” if the cumulative 3-year Relative TSR Rank of the Company from Mr. Prober’s start date through December 31, 2026 is higher than the Relative TSR Rank as of the end of either of the first two performance periods), the CTC determined that Mr. Prober’s 2025 PSUs should have the same multi-year performance period and vesting terms as the 2025 PSUs granted to the other NEOs. The CTC selected relative TSR to increase alignment between actual pay delivery and our relative stock performance. Following the performance period, the number of earned PSUs, if any, will vest on April 30, 2028, based on our Relative TSR Rank, as follows:

  47. Long-Term Incentive Compensation

    | Performance Level | Relative TSR Rank | Number of Earned PSUs(1) | | Maximum | 75th percentile or above | 200% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% |

  48. Long-Term Incentive Compensation

    (1) For achievement between the threshold and maximum levels, the number of Earned PSUs will be determined through straight-line interpolation. For the performance period, TSR will be calculated using the average closing price over the last 20 trading days of the performance period compared to the average closing price over the 20 trading days ending on the first day of the performance period, with the same methodology applied to all companies in the Nasdaq Telecommunications Index. 2025 New Hire Equity Grants. We generally grant equity awards to executive officers upon joining the Company. Consistent with this practice, Mr. Oakes received new-hire equity awards in June 2025, as outlined in the table below. The CTC determined that Mr. Oakes’ equity grants would be in the form of 50% RSUs and 50% PSUs, consistent with the mix used for other similarly situated executive officers. The CTC determined the size of Mr. Oakes' equity grants after considering the market data provided by its independent compensation consultant and the need to recruit him at an important point in our ongoing transformation.

  49. Long-Term Incentive Compensation

    | | RSUs | | PSUs | | | NEO | Shares (#) | Grant Date Fair Value ($)(1) | Shares (#) | Grant Date Fair Value ($)(1) | | Jonathan Oakes | 62,500 | $1,891,250 | 62,500 | $3,366,250 |

  50. Long-Term Incentive Compensation

    The amounts reported in this column represent the grant date fair value of the stock awards granted to Mr. Oakes, 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 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Please see the “Grants of Plan-Based Awards” table below for more information regarding the awards we granted in 2025.

  51. Long-Term Incentive Compensation

    | | 2026 PROXY STATEMENT | 41 |

  52. Long-Term Incentive Compensation

    Mr. Oakes’ RSUs vest over three years, with one-third vesting on June 30, 2026, and the balance vesting in equal quarterly installments over the next two years, subject to continued service. Mr. Oakes’ PSUs are subject to the same vesting terms as the 2025 PSUs granted to our other NEOs, as described above, except that his earned PSUs, if any, will vest on June 4, 2028, given he joined the Company in June 2025. Payout of Mr. Prober’s Sign-On PSUs. Mr. Prober’s sign-on PSU award is divided into three equal tranches, each of which may vest based on our Relative TSR Rank over an approximately one-year performance period. The second tranche measured performance during calendar year 2025. In January 2026, after certifying results for that period, the CTC approved a payout of 103.8% of target for the second tranche based on our 52nd percentile Relative TSR Rank. Payout of 2023 PSUs. In July 2023, the CTC granted PSUs to then-serving executive officers, including Mr. Murray. Vesting of those awards depended on the Company attaining a specified level of annualized service revenue at the end of 2025. As shown below, actual annualized service revenue resulted in a payout equal to 84.1% of target, which the CTC certified in January 2026. Mr. Murray’s earned PSUs will vest on July 31, 2026, subject to his continued service through that date.

  53. Long-Term Incentive Compensation

    | Performance Level | Annualized Service Revenue(1)($) | Number of Earned PSUs | | Maximum | 75,000,000 | 150% | | Target | 60,000,000 | 100% | | Threshold | 45,000,000 | 50% | | Actual | 55,229,644 | 84.1% |

  54. Long-Term Incentive Compensation

    (1) For purposes of the 2023 PSUs, “annualized service revenue” meant 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.

  55. Other Bonuses

    Other Bonuses From time to time, in extraordinary circumstances, we may award special cash bonuses to our executive officers. In February 2025, Mr. Murray was awarded a spot bonus of $51,000 by the CTC for work performed above and beyond expectations, including his assumption of additional responsibility for overseeing the Company's manufacturing and procurement operations and staff. In addition, in April 2025, Mr. Murray received a retention bonus of $100,000, which the CTC had awarded to him in April 2024 to drive retention during a period of leadership transition and tremendous effort in preparing for the execution of the Company's transformation efforts. The payment of the retention bonus was contingent upon Mr. Murray remaining an employee of the Company until March 31, 2025. No other special bonuses were awarded to our executive officers during 2025.

  56. Severance

    Severance We provide severance protections to our NEOs in certain circumstances. The CTC believes these arrangements are reasonable in amount, aligned with market practice, and appropriately tailored to the circumstances of a termination of employment. We do not provide gross-ups on severance or change of control benefits and change of control severance requires a qualifying termination of employment. Please see the “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” section below for additional information.

  57. Severance

    | 42 | 2026 PROXY STATEMENT | |

  58. Clawback Policy

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

  59. Impact of Accounting and Tax Requirements on Compensation

    280G and 4999 of the Code provide that certain officers, highly-compensated service providers, and service providers who hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A also imposes additional significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code. Accounting for Stock-Based Compensation. We follow ASC 718, the standard which governs the accounting treatment of stock-based compensation awards. ASC 718 requires us to measure the compensation expense for all share-based payment awards made to the members of our executive team, other employees and members of our Board of Directors, including RSUs and PSUs, based on the grant date “fair value” of these awards. In 2025, estimated compensation cost relating to RSUs and PSUs with a performance condition was based on the closing fair market value of the Company’s common stock on the date of grant. The grant date fair value for PSUs with a market condition was determined using the Monte Carlo valuation method. The application of ASC 718 involves significant judgment and assumptions in the determination of inputs into the Monte Carlo valuation model that we use to determine the fair value of any PSUs with a market condition. As required by the generally accepted accounting principles in the United States, we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value PSUs with a market condition granted in future periods may vary from the valuation assumptions we have used previously. ASC 718 also requires us to recognize the compensation expense over the service period associated with each award, generally, corresponding to the award vesting schedule. Amounts reported in the compensation tables therefore reflect accounting values that may differ from the value ultimately received by the recipient.

  60. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth certain information regarding the compensation of our 2025 NEOs, for services rendered in all capacities for the years indicated.

  61. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1)(2) | Stock Awards(2)(3) | Non-Equity Incentive Plan Compensation(2)(4) | All Other Compensation(5) | Total | | Charles (CJ) Prober | 2025 | $767,740 | $— | $8,603,205 | $1,181,731 | $3,000 | $10,555,676 | | Chairman and Chief Executive | 2024 | $692,308 | $826,230 | $16,231,750 | $— | $3,000 | $17,753,288 | | Executive Officer | | | | | | | | | Bryan D. Murray | 2025 | $548,110 | $151,000 | $3,154,500 | $527,293 | $3,000 | $4,383,903 | | | | | | | | | $— | | Chief Financial Officer | 2024 | $531,574 | $— | $1,358,088 | $99,156 | $3,000 | $1,991,818 | | | | | | | | | $— | | | 2023 | $514,840 | $— | $757,800 | $— | $3,000 | $1,275,640 | | Pramod Badjate | 2025 | $533,110 | $— | $1,911,795 | $533,798 | $3,000 | $2,981,703 | | President and General Manager, | 2024 | $236,250 | $175,359 | $5,064,950 | $— | $3,000 | $5,479,559 | | NETGEAR For Business | | | | | | | | | Jonathan Oakes | 2025 | $291,781 | $— | $5,257,500 | $222,286 | $3,000 | $5,774,567 | | Senior Vice President, | | | | | | | | | Home Networking(6) | | | | | | | | | Graeme McLindin | 2025 | $298,780 | $— | $821,814 | $88,595 | $1,792 | $1,210,981 | | Former Vice President of Mobile(7) | | | | | | | |

  62. Summary Compensation Table

    (1) The amounts reported in this column for fiscal year 2025 represent a spot bonus of $51,000 paid in February 2025 and a retention bonus of $100,000 paid in April 2025 to Mr. Murray. Please see "Compensation Discussion and Analysis—Other Compensation and Benefits” above for more information regarding these bonuses. (2) The amounts set forth in these columns are subject to clawback provisions. Please see “Compensation Discussion and Analysis—Other Compensation Policies and Information—Clawback Policy” above. (3) 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. The grant-date fair value of time-based RSUs is based on the closing price of the Company’s common stock on the date of grant. The grant-date fair value of PSUs is determined using a Monte Carlo simulation model to reflect the applicable performance conditions. As a result, the reported grant-date fair value of PSU awards may differ from the Company’s stock price on the date of grant. These amounts represent accounting values and may not necessarily reflect the value that may ultimately be realized, which will depend on the level of performance achieved and the Company's stock price at vesting. Target award values for equity grants are established under the Company’s long-term incentive program. Additional information regarding these awards, including target values and performance conditions, is provided in “Compensation Discussion and Analysis—Long-Term Incentive Compensation” above and in the “Grants of Plan-Based Awards” table below. For a discussion of fair value for stock awards, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Assuming the highest levels of performance are achieved, the values of the PSUs granted in fiscal year 2025 are $4,039,500 for Mr. Murray, $11,016,848 for Mr. Prober, $2,448,152 for Mr. Badjate, $6,732,500 for Mr. Oakes, and $612,065 for Mr. McLindin. (4) 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. (5) The amounts reported in this column for fiscal year 2025 represent: (i) for each of Messrs. Prober, Murray, Badjate and Oakes, matching contributions of $3,000 under our 401(k) plan, earned in 2025 and paid in January 2026; and (ii) for Mr. McLindin, a car allowance paid on a monthly basis from January to March 2025, totaling $1,792. (6) Mr. Oakes joined the Company in June 2025. Due to organizational restructuring folding the Company's former stand-alone Mobile business unit within its Consumer business unit, Mr. McLindin, who previously served as Vice President, Mobile, ceased to be an executive officer in October 2025. He continues to be employed by the Company in his role as Vice President, Worldwide Sales for the Company's service provider business.

  63. Summary Compensation Table

    | | 2026 PROXY STATEMENT | 45 |

  64. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 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, 2025. 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.”

  65. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | | Maximum (#) | Stock (#) | Options (#) | ($/Share) | Awards(1) | | Charles (CJ) Prober | — | —(2) | $460,644 | $921,288 | $1,381,932 | — | — | - | — | — | — | $— | $— | | | 5/29/2025 | 6/4/2025(3) | $— | $— | $— | — | — | - | — | 102,273 | — | $— | $3,094,781 | | | 5/29/2025 | 6/4/2025(4) | $— | $— | $— | 51,136 | 102,273 | | 204,546 | — | — | $— | $5,508,424 | | Bryan D. Murray | — | —(2) | $205,541 | $411,082 | $616,623 | — | — | — | — | | | | | | | 5/29/2025 | 6/4/2025(3) | $— | $— | $— | | | | | 37,500 | — | $— | $1,134,750 | | | 5/29/2025 | 6/4/2025(4) | $— | $— | $— | 18,750 | 37,500 | | 75,000 | — | — | $— | $2,019,750 | | Pramod Badjate | — | —(2) | $199,916 | $399,832 | $599,748 | | | | | | | | | | | 5/29/2025 | 6/4/2025(3) | $— | $— | $— | | | | | 22,727 | — | $— | $687,719 | | | 5/29/2025 | 6/4/2025(4) | $— | $— | $— | 11,364 | 22,727 | | 45,454 | — | — | $— | $1,224,076 | | Jonathan Oakes | — | —(2) | $87,534 | $175,068 | $262,602 | | | | | | | | | | | 6/4/2025 | 6/4/2025(5) | $— | $— | $— | | | | | 62,500 | — | $— | $1,891,250 | | | 6/4/2025 | 6/4/2025(4) | $— | $— | $— | 31,250 | 62,500 | | 125,000 | — | — | $— | $3,366,250 | | Graeme McLindin | — | —(2) | $92,568 | $185,137 | $277,705 | | | | | | | | | | | 5/29/2025 | 6/4/2025(3) | $— | $— | $— | | | | | 17,045 | — | $— | $515,782 | | | 5/29/2025 | 6/4/2025(4) | $— | $— | $— | 2,841 | 5,682 | | 11,364 | — | — | $— | $306,033 |

  66. Grants of Plan-Based Awards in Fiscal Year 2025

    (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, without regard to vesting, as determined in accordance with the share-based payment accounting guidance under ASC 718. For a discussion of fair value for stock awards, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2) These potential payouts for the fiscal 2025 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. (3) These RSU awards will vest in three years with one-third (1/3) to vest on the anniversary of April 30, 2025, and the remaining in equal quarterly installments over the next two years, subject to the individual continuing to be a service provider through such dates. (4) These PSU awards will vest on June 4, 2028 for Mr. Oakes and on April 30, 2028 for Messrs. Prober, Murray, Badjate and McLindin, subject to achievement of applicable performance conditions and continued service through the vesting date. The number of PSUs that vest could range from 0% to 200% of the target number of PSUs. These RSU awards will vest in three years with one-third (1/3) to vest on the first anniversary of the vesting commencement date of June 30, 2025, and the remaining in equal quarterly installments over the next two years, subject to continued service through each vesting date.

  67. Grants of Plan-Based Awards in Fiscal Year 2025

    | 46 | 2026 PROXY STATEMENT | |

  68. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides certain information relating to equity awards held by our Named Executive Officers.

  69. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Security(1) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Charles (CJ) Prober | NTGR | 2/27/2024 | — | — | $— | — | 499,580 | $12,254,697 | 227,910 | $5,590,632 | | | NTGR | 6/4/2025 | — | — | $— | — | 102,273 | $2,508,757 | 102,273 | $2,508,757 | | 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 | 4/19/2022 | — | — | $— | — | 8,438 | $206,984 | — | $— | | | NTGR | 4/18/2023 | — | — | $— | — | 16,876 | $413,968 | — | $— | | | NTGR | 7/18/2023 | — | — | $— | — | 9,461 | $232,078 | — | $— | | | NTGR | 4/27/2024 | — | — | $— | — | 31,875 | $781,894 | 31,875 | $781,894 | | | NTGR | 6/4/2025 | — | — | $— | — | 37,500 | $919,875 | 37,500 | $919,875 | | Pramod Badjate | NTGR | 10/15/2024 | — | — | — | — | 96,247 | $2,360,939 | 82,500 | $2,023,725 | | | NTGR | 6/4/2025 | — | — | — | — | 22,727 | $557,493 | 22,727 | $557,493 | | Jonathan Oakes | NTGR | 6/4/2025 | — | — | — | — | 62,500 | $1,533,125 | 62,500 | $1,533,125 | | Graeme McLindin | NTGR | 4/19/2022 | — | — | $— | — | 473 | $11,603 | — | $— | | | NTGR | 6/2/2022 | — | — | $— | — | 99 | $2,428 | — | $— | | | NTGR | 4/17/2023 | — | — | $— | — | 946 | $23,205 | — | $— | | | NTGR | 10/16/2023 | — | — | $— | — | 3,152 | $77,319 | — | $— | | | NTGR | 4/17/2024 | — | — | $— | — | 5,001 | $122,675 | — | $— | | | NTGR | 6/4/2025 | — | — | $— | — | 17,045 | $418,114 | 5,682 | $139,379 |

  70. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Reflects equity awards outstanding as of December 31, 2025 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.” (2) These awards are RSUs. For awards granted on June 4, 2025 (other than to Mr. Oakes), October 15, 2024, and April 27, 2024, one-third (1/3) vests on the one-year anniversary of the applicable vesting commencement date (April 30, 2025, July 31, 2024 and April 30, 2024, respectively), with the remaining shares vesting in equal quarterly installments over the following two years, subject to continued service. For awards granted to Mr. Oakes on June 4, 2025, one-third (1/3) vests on the one-year anniversary of the vesting commencement date of June 30, 2025, with the remainder vesting in equal quarterly installments over the following two years, subject to continued service. For awards granted on February 27, 2024, the RSUs vest in four equal annual installments beginning on January 31, 2025, subject to the individual continuing to be a service provider through such dates. For Mr. Murray’s award granted on July 18, 2023, this reflects the number of PSUs earned based on actual achievement of the 2023 PSUs (as described in “Compensation Discussion & Analysis—Long-Term Equity Incentive Compensation” above), which will vest on July 31, 2026, subject to Mr. Murray’s continued service through that date. For Mr. Prober’s award granted on February 27, 2024, this reflects the number of PSUs earned based on actual achievement of the second tranche of PSUs (as described in “Compensation Discussion & Analysis—Long-Term Equity Incentive Compensation” above), which will vest on January 31, 2026, subject to Prober’s continued service through that date. All the other RSUs vest in four equal annual installments beginning on the one-year anniversary of the last day of the month of grant, subject to the individual continuing to be a service provider through such dates. (3) These amounts were calculated as the product of NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 31, 2025 (the last market trading day in 2025), which was $24.53 and the number of shares covered by the applicable RSU or PSU award. These awards are PSUs that become eligible to vest based on the Company's TSR percentile rank over a multi-year performance period (ending on December 31, 2027 for 2025 grants and December 31, 2026 for 2024 grants). Earned PSUs vest following the end of the applicable performance period, subject to certification of performance results and continued service, with vesting occurring on specified dates in 2027 and 2028, depending on the grant. Based on the performance at December 31, 2025, the amounts reported represent the target level of

  71. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 48 | 2026 PROXY STATEMENT | |

  72. Outstanding Equity Awards at 2025 Fiscal Year-End

    achievement for 2025 grants, maximum achievement for the third tranche of Mr. Prober's 2024 grant, and maximum achievement for the remaining 2024 grants. For details of these PSU awards, refer to “Compensation Discussion and Analysis- Executive Compensation Practices- Setting the Pay Mix -Long-Term Incentive Compensation.”

  73. Stock Vested in Fiscal Year 2025

    Stock Vested in Fiscal Year 2025 The following table provides certain information relating to stock vested by our Named Executive Officers in 2025. No stock options were issued, granted or vested during the relevant time period.

  74. Stock Vested in Fiscal Year 2025

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Charles (CJ) Prober | 341,864 | $9,452,540 | | Bryan D. Murray | 63,859 | $1,584,624 | | Pramod Badjate | 68,753 | $1,756,208 | | Jonathan Oakes | — | $— | | Graeme McLindin | 8,091 | $220,445 |

  75. Stock Vested in Fiscal Year 2025

    (1) The value realized on vesting equals the closing price of NETGEAR’s common stock on the Nasdaq Global Select Market on the vesting date, multiplied by the number of shares that vested on the vesting date.

  76. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In the event of a change in control: • all equity awards issued under our 2016 Plan and 2024 Inducement Equity Incentive Plan (the "2024 Inducement Plan") will be treated as determined by the administrator of the plan and will not automatically vest unless the successor corporation does not assume or substitute for the awards; • all equity awards issued under our 2025 Equity Incentive Plan (the “2025 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, unless specifically provided otherwise by the administrator or under the applicable award agreement or other written agreement authorized by the administrator between the participant and the Company; and • with respect to the PSUs granted to Mr. Murray in July 2023, the applicable performance goal would be deemed to be satisfied at 100% of the target level if the performance period (which ended on December 31, 2025) had not already ended, and (1) if the successor corporation does not assume or substitute for such awards, 100% of the awards that have become eligible to vest will vest immediately before the change in control, or (2) if the successor corporation assumes or substitutes for such awards, 100% of the awards that have become eligible to vest will vest either (A) on the vesting date, if Mr. Murray continues service through that date, or (B) upon a termination of his employment prior to the vesting date (w) by us other than for cause, (x) due to his death, (y) due to his disability, or (z) by him for good reason. The vesting acceleration triggered by a termination by us other than for cause or by Mr. Murray for good reason will be conditioned upon the execution and non-revocation of a release of claims. In addition, we have entered into change in control and severance agreements with each of our NEOs (other than Mr. McLindin). Although each such NEO’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 these NEOs under specified circumstances. For purposes of this section, the “change in control period” refers to the period beginning one month prior to (or three months prior to, in the case of Mr. Prober) and ending 12 months following a change in control (as defined in the change in control and severance agreement). Under these change in control and severance agreements, upon a termination without cause or resignation with good reason that occurs outside of the change in control period, our applicable NEOs would be entitled to: • a lump sum cash severance payment equal to 12 months of annual base salary, and, for Mr. Prober, an additional amount equal to his target annual bonus as in effect for the fiscal year in which the termination occurs; • 12 months of health benefits continuation; • for our NEOs other than Mr. Prober, accelerated vesting of any unvested time-based equity awards that would have vested during the 12 months following the termination date; and for Mr. Prober, (i) accelerated vesting of any unvested equity awards (other than his sign-on PSU award) that would have vested during the 18 months following the termination date and (ii) immediate vesting of any sign-on PSUs as to which the applicable performance period has ended as of the date of the such termination and have become eligible to vest (based on actual performance).

  77. Potential Payments upon Termination or Change in Control

    | 50 | 2026 PROXY STATEMENT | |

  78. Potential Payments upon Termination or Change in Control

    Upon a termination without cause or resignation with good reason that occurs during the change in control period, our NEOs, other than Mr. McLindin, would be entitled to: a lump sum cash severance payment equal to a multiple (2x for Mr. Prober and 1x for all other NEOs) of the sum of an amount equal to 12 months of the NEO’s annual base salary and target annual bonus; • a number of months (24 for Mr. Prober and 12 for other NEOs) of health benefits continuation; • for our NEOs other than Mr. Prober, accelerated vesting of all outstanding, unvested equity awards and in the case of any such equity award with performance-based vesting criteria, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria deemed achieved at 100% of target levels; and • for Mr. Prober, (i) accelerated vesting of all outstanding, unvested time-based equity awards, (ii) in the case of any outstanding equity award with performance-based vesting criteria based on the achievement of operating or financial goals, unless otherwise specified in the applicable equity award agreement governing such award, accelerated vesting of such award, with all performance goals and other vesting criteria deemed achieved at the greater of (x) actual achievement or (y) 100% of target levels, and (iii) in the case of the sign-on PSU award, all performance goals and other vesting criteria will be deemed achieved based on actual performance, and any such sign-on PSUs that become eligible to vest based on such performance will immediately vest. Severance will be conditioned upon the execution and non-revocation of a release of claims and, in the case of a termination without cause (excluding by reason of death or disability) or resignation with good reason, (1) resignation from all officer and director positions with the Company and its subsidiaries, (2) return of all Company documents and other property, and (3) for Mr. Prober, continued compliance with any confidential information agreement between himself and the Company. The change in control and severance agreements do not provide for any excise tax gross-ups. If the merger-related payments or benefits of the NEO are subject to the 20% excise tax under Section 4999 of the tax code, then the NEO will either receive all such payments and benefits subject to the excise tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after-tax outcome for the NEO. All unvested equity awards issued under our 2016 Plan, 2025 Plan and 2024 Inducement Plan and subject to time-based vesting will become fully vested if an NEO ceases to be a service provider as a result of the NEO’s disability or death. The vesting of any then-outstanding performance-based equity awards that were granted to Mr. Murray in July 2023 could be accelerated upon the following terminations of his employment: • if a change in control had not occurred and Mr. Murray’s employment was terminated due to his death before the end of the performance period, 100% of his target number of shares subject to the performance-based award would have vested; and • if a change in control has not occurred and either (1) after the end of the performance period but before the vesting date, Mr. Murray's employment is terminated due to his death, or (2) before the vesting date, his employment is terminated by us due to his disability, a number of shares subject to the performance-based award will vest equal to the actual number of shares that would have become eligible to vest based on actual achievement of the applicable performance goal had his employment not been terminated. In the event that Mr. Prober ceases to be a service provider as a result of the disability or death, then each of his then-outstanding equity awards will immediately vest, and in the case of an equity award with performance-based vesting, unless a more favorable term is specified in the applicable equity award agreement governing the award, all performance goals and other vesting criteria will be deemed achieved as follows: • in the case of an award that vests based on the achievement of financial operating or performance goals, at 100% of target levels; or in the case of an award that vests based on the price of the Company’s shares of common stock or the total shareholder return of the Company, at actual achievement.

  79. Potential Payments upon Termination or Change in Control

    | | 2026 PROXY STATEMENT | 51 |

  80. Payments Upon Termination Due to Death or Disability

    Payments Upon Termination Due to Death or Disability The following table summarizes the amount that each of our Named Executive Officers would receive in the event his employment with the Company was terminated by us due to death or disability, assuming the date of the triggering event was December 31, 2025.

  81. Payments Upon Termination Due to Death or Disability

    | Name | Value Realized from Equity Acceleration ($)(1)(2) | Total ($) | | Charles (CJ) Prober | $20,748,431 | $20,748,431 | | Bryan D. Murray | $2,554,800 | $2,554,800 | | Pramod Badjate | $2,918,432 | $2,918,432 | | Jonathan Oakes | $1,533,125 | $1,533,125 | | Graeme McLindin | $655,343 | $655,343 |

  82. Payments Upon Termination Due to Death or Disability

    (1) The value realized equals NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 31, 2025 (the last market trading day in 2025), which was $24.53, multiplied by the number of shares for which vesting would be accelerated. (2) These amounts include the accelerated vesting of (i) RSUs granted to our NEOs, (ii) PSUs granted to Mr. Murray in July 2023 based on actual achievement of 84.1% of target, (iii) PSUs granted to Mr. Prober in February 2024 based on (a) actual achievement of 103.8% of target for the second tranche of the award and (b) target achievement for the third tranche of the award (which, for purposes of this disclosure, is assumed to be the number of PSUs that would be earned based on actual achievement), and (iv) PSUs granted to Mr. Prober in June 2025 based on actual performance through December 31, 2025, which would result in achievement at 90% of target. The included value from the PSU acceleration is $9,853,701 for Mr. Prober and $232,078 for Mr. Murray.

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

    Payments Upon Termination Without Cause or Resignation for Good Reason Outside of the Change in Control Period The following table summarizes the amount that each of our Named Executive Officers would receive in the event his employment with the Company is terminated without cause, or he resigns for good reason, more than one month prior to or more than one year after a change in control of the Company, assuming the date of the triggering event was December 31, 2025.

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

    | Name | Cash Severance ($) | Health Continuation Benefits ($) | Value Realized from Equity Acceleration ($)(1)(2) | Total ($) | | Charles (CJ) Prober | $1,727,000 | $46,981 | $11,131,836 | $12,905,817 | | Bryan D. Murray | $556,000 | $25,966 | $1,627,222 | $2,209,189 | | Pramod Badjate | $541,000 | $25,966 | $1,627,811 | $2,194,777 | | Jonathan Oakes | $500,000 | $14,504 | $766,587 | $1,281,091 | | Graeme McLindin | $— | $— | $— | $— |

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

    (1) The value realized equals NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 31, 2025 (the last market trading day in 2025), which was $24.53, multiplied by the number of shares for which vesting would be accelerated. (2) These amounts include the accelerated vesting of (i) RSUs granted to our NEOs, (ii) PSUs granted to Mr. Murray in July 2023 based on actual achievement of 84.1% of target, and (iii) PSUs granted to Mr. Prober in February 2024 based on actual achievement of 103.8% of target for the second tranche of the award. The included value from the PSU acceleration is $3,868,724 for Mr. Prober and $232,078 for Mr. Murray.

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

    Payments Upon Termination Without Cause or Resignation for Good Reason During the Change in Control Period The following table summarizes the amount that each of our Named Executive Officers would receive in the event his employment with the Company is terminated without cause, or he resigns for good reason, within one month prior to or one year after a change in control of the Company, assuming the date of the triggering event was December 31, 2025.

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

    | 52 | 2026 PROXY STATEMENT | |

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

    | Name | Cash Severance ($) | Health Continuation Benefits ($) | Value Realized from Equity Acceleration ($)(1) (2) | Total ($) | | Charles (CJ) Prober | $3,454,000 | $93,962 | $24,333,883 | $27,881,845 | | Bryan D. Murray | $973,000 | $25,966 | $4,148,955 | $5,147,921 | | Pramod Badjate | $946,750 | $25,966 | $5,403,419 | $6,376,135 | | Jonathan Oakes | $800,000 | $14,504 | $2,912,938 | $3,727,442 | | Graeme McLindin | $— | $— | $— | $— |

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

    The value realized equals NETGEAR’s common stock closing price on the Nasdaq Global Select Market on December 31, 2025 (the last market trading day in 2025), which was $24.53, multiplied by the number of shares for which vesting would be accelerated. (2) These amounts include the accelerated vesting of (i) RSUs granted to our NEOs (other than Mr. McLindin), (ii) PSUs granted to Mr. Murray in July 2023 based on actual achievement of 84.1% of target, (iii) PSUs granted to Mr. Prober in February 2024 based on (a) actual achievement of 103.8% of target for the second tranche of the award and (b) actual performance for the third tranche of the award, as measured from January 31, 2024 through December 31, 2025, which would result in achievement at 150% of target for the third tranche of the award and application of the true-up, resulting in the remaining 46.2% of target being achieved for the second tranche of the award, (iv) PSUs granted to our NEOs (other than Messrs. Prober and McLindin) in April and October 2024 based on actual performance through December 31, 2025, which would result in achievement at 147% of target, and (v) PSUs granted to our NEOs (other than Mr. McLindin) in June 2025 based on actual performance through December 31, 2025, which would result in achievement at 90% of target. The included value from the PSU acceleration is: $13,439,153 for Mr. Prober; $1,826,234 for Mr. Murray; $2,484,987 for Mr. Badjate; and $1,379,813 for Mr. Oakes. With respect to PSUs granted to our NEOs (other than Messrs. Prober and McLindin) in April and October 2024 and the PSUs granted to our NEOs (other than Mr. McLindin) in June 2025, the values above assume that the termination of employment occurs after the change in control. If the termination of employment occurs before the change in control, the number of such PSUs accelerated would instead be based on target achievement. The included value from the PSU acceleration is: $13,690,021 for Mr. Prober; $1,673,216 for Mr. Murray; $1,906,643 for Mr. Badjate; and $1,533,125 for Mr. Oakes. 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.

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

    | | 2026 PROXY STATEMENT | 53 |

  91. 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 2025 annual total compensation of our CEO, Mr. Prober, is $10,555,676, the 2025 annual total compensation of our median compensated employee is $107,241 and the ratio of these amounts is approximately 98 to 1. For these purposes, we calculated the annual total compensation of our CEO and our median employee according to the requirements of Item 402(c)(2)(x) of Regulation S-K. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. For purposes of identifying our median compensated employee, we used our global employee population as of December 31, 2025, 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, 2025, and the value of the annual equity awards granted during 2025.

  92. CEO Pay Ratio

    | 54 | 2026 PROXY STATEMENT | |

  93. Pay Versus Performance

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

  94. Pay Versus Performance

    | | Summary Compensation | Compensation | Summary Compensation | Compensation | Average Summary Compensation Table Total for | Average Compensation Actually Paid Table Total for | Value of Initial $100 Investment Based on(5) | | GAAP Net | Non-GAAP Operating Income | | Year | Table Total for PEO Patrick C.S. Lo ($)(1) | Actually Paid to PEO Patrick C.S. Lo ($)(1) (3) (4) | Table Total for PEO Charles (CJ) Prober ($)(1) | Actually Paid to PEO Charles (CJ) Prober ($)(1) (3) (4) | Non-PEO NEOs ($)(1) (2) (3) (4) | Non-PEO NEOs ($)(1) (2) (3) (4) | Company TSR | Peer Group TSR | Income (Loss) (Millions) | (Loss) (Millions)(6) | | 2025 | $— | $— | $10,555,676 | $5,998,487 | $3,587,789 | $2,527,902 | $60 | $258 | $(18) | $6 | | 2024 | $2,464,183 | $9,458 | $17,753,288 | $33,050,607 | $2,567,933 | $3,434,542 | $69 | $201 | $12 | $(50) | | 2023 | $1,913,615 | $876,698 | $— | $— | $1,135,769 | $808,716 | $36 | $147 | $(105) | $(10) | | 2022 | $3,301,355 | $(73,726) | $— | $— | $1,297,048 | $500,475 | $45 | $89 | $(69) | $(16) | | 2021 | $5,221,876 | $(1,380,992) | $— | $— | $1,777,660 | $629,637 | $72 | $138 | $49 | $95 |

  95. Pay Versus Performance

    1. Charles (CJ) Prober was our PEO in 2025. The individuals comprising the Non-PEO NEOs for the year are Bryan D. Murray, Pramod Badjate, Jonathan Oakes and Graeme McLindin. 2. Charles (CJ) Prober and Patrick C.S. Lo were our PEOs in 2024. Patrick C.S. Lo was our PEO in 2023, 2022, and 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  96. Pay Versus Performance

    | 2024 | 2023 | 2022 | 2021 | | Bryan D. Murray | Bryan D. Murray | Bryan D. Murray | Bryan D. Murray | | Pramod Badjate | David J. Henry | Michael F. Falcon | David J. Henry | | Michael F. Falcon | Vikram Mehta | David J. Henry | Andrew W. Kim | | David J. Henry | Michael A. Werdann | Michael A. Werdann | Michael A. Werdann | | Michael A. Werdann | | | |

  97. Pay Versus Performance

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

  98. Pay Versus Performance

    | Year 2025 | Summary Compensation Table Total | Exclusion of Stock Awards | Inclusion of Equity Values | Compensation Actually Paid | | PEO Charles (CJ) Prober | $10,555,676 | $8,603,205 | $4,046,016 | $5,998,487 | | Non-PEO NEOs | $3,587,789 | $2,786,403 | $1,726,516 | $2,527,902 |

  99. Pay Versus Performance

    | | 2026 PROXY STATEMENT | 55 |

  100. 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:

  101. Pay Versus Performance

    | Year 2025 | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year | Fair Value of Last Day of Prior Year of Equity Awards Forfeited During Year | Total - Inclusion of Equity Values | | PEO Charles (CJ) Prober | $6,356,267 | $(2,311,770) | $1,520 | $— | $— | $4,046,016 | | Non-PEO NEOs | $2,064,838 | $(248,287) | $(90,035) | $— | $— | $1,726,516 |

  102. Pay Versus Performance

    5. The Peer Group TSR set forth in this table utilizes the NASDAQ Computer Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the NASDAQ Computer Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 6. We determined non-GAAP operating income, as calculated under our annual incentive plan, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025 because this is the primary financial performance metric in our 2025 executive bonus plan. Non-GAAP operating income (loss) is equal to our GAAP operating income after excluding amortization of intangibles, stock-based compensation expense, acquisition related expense, restructuring and other charges, and litigation reserves, net, as presented in the Company’s press release reporting the financial results for fiscal 2025. Refer to the reconciliation of these non-GAAP financial measures to the comparable GAAP financial measure in Appendix A of this proxy statement. We may determine a different financial performance measure to be the most important financial performance measure in future years.

  103. 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 five most recently completed fiscal years.

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

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  105. 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 five 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 five most recently completed fiscal years.