Independent
Tenure on this board
7.8 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026; and approve, on an advisory basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect the three Class II director nominees — Grady K. Summers, Prashant (Sean) Aggarwal, and Amy Rothstein — each to serve a three-year term expiring at the 2029 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as Arlo’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks stockholders to approve the Company’s disclosed executive compensation practices for its named executive officers. Management seeks approval to validate a pay-for-performance framework that heavily weights variable and equity-based incentives (including multi-year PSUs tied to cumulative paid accounts, ARR, and subscriptions and services gross margin) and short-term bonuses linked to adjusted EBITDA and operational metrics. The Compensation and Human Capital Committee states that the program is designed to attract and retain talent while aligning executives’ interests with long-term stockholder value, and emphasizes rigorous performance targets and a mix of cash and equity payouts. The Board also highlights governance features — independent committee oversight, engagement with Pay Governance as an independent consultant, stock ownership guidelines, a clawback policy updated to comply with SEC rules, and limits on perquisites — to mitigate risk and reinforce alignment. The company notes that Milestone 1 of the 2025 PSUs was achieved and vested (subject to service conditions) and that bonuses for 2025 were paid at 122% of target, demonstrating the plan’s linkage to realized performance. The filing also discloses prior stockholder feedback (a 57% say-on-pay approval in 2025) and ongoing shareholder engagement; management argues that outreach informed program changes (e.g., elimination of future retention awards, multi-metric PSUs, and moves to balance dilution). Opposing perspectives are not included as no shareholder proposal was filed, but investors may weigh concerns about executive pay levels, dilution from equity awards, and prior modest say-on-pay support. The Board recommends a ‘‘FOR’’ vote on the basis that the compensation structure fosters long-term value creation, is aligned with measurable operational milestones, and has been refined in response to stockholder engagement. Overall, the proposal asks shareholders to endorse the Company’s compensation philosophy and specific 2025 program design as described in the proxy statement, which management contends is strongly linked to company performance and long-term stockholder returns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.80% | 11,726,665 | $167M |
| 2 | BRANDES INVESTMENT PARTNERS, LP | 7.49% | 8,133,740 | $116M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.00% | 5,427,545 | $77M |
| 4 | WASATCH ADVISORS LP | 5.00% | 5,426,267 | $77M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.10% | 4,451,208 | $63M |
| 6 | STATE STREET CORP | 3.98% | 4,317,921 | $61M |
| 7 | RICE HALL JAMES ASSOCIATES, LLC | 3.37% | 3,659,888 | $52M |
| 8 | BlackRock, Inc. | 3.03% | 3,291,045 | $47M |
| 9 | PRIMECAP MANAGEMENT CO/CA/ | 2.13% | 2,318,513 | $33M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.95% | 2,113,026 | $30M |
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