Arlo Technologies, Inc. DEF 14A Filing

Ticker: ARLO · Form: DEF 14A · Filed: 2024-04-26T00:00:00.000Z

Sentiment: neutral

Filing Stats: 4,484 words · 18 min read · ~15 pages · Grade level 14.7 · Accepted 2024-04-26 16:11:35

Filing Documents

Executive Compensation

Executive Compensation 27 Compensation Discussion and Analysis 27 2023 Business Highlights 27 2023 Executive Compensation Highlights 28 Relationship between Pay and Performance 28

Executive Compensation Philosophy and Pay-for-Performance

Executive Compensation Philosophy and Pay-for-Performance 30 Compensation Practices and Policies 30 Stockholder Engagement and Say on Pay Vote 33 Compensation Elements Summary 33 TABLE OF CONTENTS 2023 Executive Compensation Program 34 Other Compensation Policies and Practices 38 Compensation and Human Capital Committee Report 40

Executive Compensation Tables

Executive Compensation Tables 41 Summary Compensation Table 41 Grants of Plan-Based Awards 42 Outstanding Equity Awards 43 Option Exercised and Stock Vested 44 Equity Compensation Plan Information 44 Compensation Plans 45 Potential Payments upon Termination or Change in Control 48 Pay vs. Performance 50

Security Ownership Information

Security Ownership Information 53 AUDIT MATTERS Audit Committee Report 54 Audit and Non-Audit Fees 55 PROPOSALS TO BE VOTED Proposal 1. Election of Directors 56 Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm 58 Proposal 3. Advisory Vote on the Compensation of the Named Executive Officers 60 Proposal 4. Advisory Vote on the Frequency of Stockholder Votes on Executive Compensation 61 Other Matters 62 QUESTIONS AND ANSWERS Questions and Answers about the Proxy Materials and the Annual Meeting 63 TABLE OF CONTENTS PROXY SUMMARY Annual Shareholders Meeting Date: June 21, 2024 Place: http://www.virtualshareholdermeeting.com/ARLO2024 Time: 9:30 AM Pacific Time Record Date: April 22, 2024 Voting: Shareholders as of the record date are entitled to vote. Each share of common stock of Arlo Technologies, Inc. ("Company") is entitled to one vote for each director nominee and one vote for each proposal. Meeting Agenda: The meeting will cover the proposals listed under Voting Matters and Vote Recommendations below, and any other business that may properly come before the meeting. Mailing Date: The Proxy Statement was first mailed to shareholders on or about April 26, 2024. Ways to Vote Vote your shares in advance of the meeting at www.proxyvote.com. Have your Notice of Internet Availability for the 16-digit control number needed to vote. Vote your shares during the meeting at http://www.virtualshareholdermeeting.com/ARLO2024 Have your Notice of Internet Availability for the 16-digit control number needed to vote. Call toll-free number 1-800-690-6903. Sign, date, and return the enclosed proxy card or voting instruction form. Voting Matters and Vote Recommendations Proposal Page Board Recommends Rationale 1. Election of Directors 56 FOR To elect the two director nominees named in the proxy statement, each to serve for a three-year term and until his or her successor has been dul

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