Not independent
Tenure on this board
2.3 yrs
Also a director at
Life360 Inc (LIF)
6 nominees · 3 ballot items.
Elect six director nominees; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026; and approve a non-binding advisory vote on executive compensation (say-on-pay).
Elect six director nominees (Charles (CJ) Prober, Sarah S. Butterfass, Laura J. Durr, Shravan K. Goli, Laura C. Orvidas, and Janice M. Roberts) to serve until the next annual meeting; uncontested election with majority voting standard.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as NETGEAR’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (the "say-on-pay" advisory vote).
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures and overall executive pay program (the "say-on-pay" vote). Management is seeking shareholder approval to validate the Compensation and Talent Committee’s 2025 compensation design, which emphasizes a pay-for-performance philosophy and increased use of performance stock units (PSUs) tied to objective metrics such as relative TSR and company financial goals. The proposal arises in the context of previously lower say-on-pay support (71% in 2024 and 69% in 2025) and subsequent substantial stockholder engagement, which the Committee says led to program changes: greater weighting of PSUs across the senior team, objective pre-established annual incentive metrics, enhanced stock ownership guidelines, and no special features in 2025 annual grants. Management argues that these changes materially strengthen alignment between pay and long-term shareholder value by tying significant compensation to measurable outcomes and by standardizing award structures. The Board and Compensation and Talent Committee recommend approval because they believe the redesigned program better aligns executives’ incentives with stockholder interests, supports retention of key leaders during the Company’s transformation, and responds to investor feedback. Critics could view the proposal skeptically because the vote is advisory, significant one-time sign-on awards to the CEO in 2024 drew shareholder concern, and some compensation outcomes depend on relative TSR and other measures that may not fully reflect operating performance; nevertheless, management points to objective metrics, certification processes, and recent operational improvements (revenue growth, margin expansion, and return to non-GAAP profitability) as evidence of alignment. If approved, the Board has indicated it will consider the vote’s outcome in future compensation decisions; if not approved, the Board would interpret that as a signal to continue engagement and potentially revise compensation design. Overall, sophisticated evaluation should weigh the strengthened PSU mix and objective annual incentives against past concerns about award size and structure, the advisory (non-binding) nature of the vote, and the company-specific context of a strategic transformation that relies on executive continuity to deliver long-term value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 8.44% | 2,266,349 | $49M |
| 2 | Windward Management LP | 5.42% | 1,455,914 | $32M |
| 3 | BlackRock, Inc. | 4.93% | 1,322,648 | $29M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.79% | 1,286,704 | $28M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 1,212,843 | $26M |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 4.20% | 1,126,693 | $25M |
| 7 | BlackRock, Inc. | 4.12% | 1,104,790 | $24M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.93% | 1,054,369 | $23M |
| 9 | STATE STREET CORP | 3.49% | 936,634 | $20M |
| 10 | JACOBS LEVY EQUITY MANAGEMENT, INC | 2.55% | 684,684 | $15M |
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