UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K/A
(Amendment No. 1)
_______________

 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2019.

 o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from                    to         
           Commission file number: 001-38618
_______________
ARLO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter) 
Delaware
38-4061754
(State or other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
3030 Orchard Parkway
 
San Jose,
California
95134
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number including area code
(408) 890-3900
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
 
Title of Each Class 
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share
 
ARLO
 
New York Stock Exchange
Securities registered pursuant to 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o  No  þ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o  No  þ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ  No  o 

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  þ  No  o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
o
 
Accelerated filer
 
þ
Non-accelerated filer
 
o
 
Smaller reporting company
 
þ
 
 
 
 
Emerging growth company
 
þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)  Yes  o  No  þ 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2019 was $209.3 million. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the New York Stock Exchange on June 28, 2019 (the last business day of the Registrant's most recently completed fiscal second quarter). Shares of common stock held by each executive officer and director and certain entities that own 15% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of the registrant’s Common Stock, $0.001 par value, was 76,687,772 shares as of February 21, 2020.

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DOCUMENTS INCORPORATED BY REFERENCE

None.


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TABLE OF CONTENTS



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EXPLANATORY NOTE

On February 28, 2020, Arlo Technologies, Inc. (sometimes referred to as “we,” “us,” the “Company” or “Arlo”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends and restates Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. General Instruction G(3) to Form 10-K provides that registrants may incorporate by reference certain information from a definitive proxy statement which involves the election of directors if such definitive proxy statement is filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of the fiscal year. The Company does not anticipate that its definitive proxy statement involving the election of directors will be filed within 120 days after the end of the fiscal year covered by the Original Form 10-K. The reference on the cover of the Original Form 10-K to the incorporation by reference to portions of a definitive proxy statement or amendment to our Original Form 10-K into Part III of the Original Form 10-K is hereby deleted.

Accordingly, Part III of the Original Form 10-K is hereby amended and restated as set forth below. The information included herein as required by Part III, Items 10 through 14 of Form 10-K is more limited than what is required to be included in the definitive proxy statement to be filed in connection with our annual meeting of stockholders. Accordingly, the definitive proxy statement to be filed at a later date will include additional information related to the topics herein and additional information not required by Part III, Items 10 through 14 of Form 10-K.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.

Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the SEC on February 28, 2020 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K.


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PART III

Item 10.
Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following table sets forth certain information regarding our current executive officers and directors, including their ages, as of December 31, 2019:

Name
 
Age
 
Position(s)
Executive Officers and Director
 
 
 
 
Matthew McRae
 
46
 
Chief Executive Officer and Director
Christine M. Gorjanc (1)
 
63
 
Chief Financial Officer
Brian Busse
 
51
 
General Counsel and Secretary
Non-Employee Directors
 
 
 
 
Ralph E. Faison
 
61
 
Chairman
Jocelyn E. Carter-Miller
 
62
 
Director
Grady K. Summers
 
43
 
Director
Prashant Aggarwal
 
54
 
Director
Mike Pope
 
53
 
Director
Amy Rothstein
 
45
 
Director
______________________
(1)  
On April 23, 2020, Ms. Gorjanc informed us that she will be retiring as Chief Financial Officer, effective June 15, 2020 (the “Retirement Date”). On April 23, 2020, our Board of Directors appointed Gordon Mattingly as the Company’s Chief Financial Officer, effective as of the Retirement Date.

Executive Officers and Director

Matthew McRae. Matthew McRae has served as our Chief Executive Officer since February 2018 and as a member of our Board of Directors (the "Board") since August 2018. Mr. McRae served as the Senior Vice President of Strategy of NETGEAR, Inc. ("NETGEAR") from October 2017 until August 2018. Mr. McRae previously served as the Chief Technology Officer of Vizio Inc. from March 2010 to October 2017, and prior to that served as its Vice President and General Manager, Advanced Products Group, from 2008 to 2010. From 2007 to 2008, Mr. McRae was Vice President of Marketing and Business Development of Fabrik (now part of HGST, Inc.), a provider of data storage and next generation web services, and prior to that, from 2001 to 2007, was the Senior Director, Worldwide Business Development at Cisco Systems Inc., a leader in networking services. Mr. McRae has served on the board of directors of Dedicated Hosting Services, Inc. (d/b/a Streaming Media Hosting), a private content delivery network company, since 2014, and he has been on the board of directors of the UC Irvine Institute for Innovation since 2015. He previously served on the board of directors of the Leatherby Center for Entrepreneurship and Business Ethics at the Business School of Chapman University from 2012 to 2015. We believe that Mr. McRae’s extensive industry experience in leadership positions at consumer electronics companies qualifies him to serve as a member of our Board.

Christine M. Gorjanc. Christine M. Gorjanc has served as our Chief Financial Officer since August 2018. Ms. Gorjanc served as NETGEAR’s Chief Financial Officer from January 2008 to August 2018, Chief Accounting Officer from December 2006 to January 2008 and Vice President, Finance from November 2005 to December 2006. From September 1996 through November 2005, Ms. Gorjanc served as Vice President, Controller, Treasurer and Assistant Secretary for Aspect Communications Corporation, a provider of workforce and customer management solutions. From October 1988 through September 1996, Ms. Gorjanc served as the Manager of Tax for Tandem Computers, Inc., a provider of fault-tolerant computer systems. Prior to that, Ms. Gorjanc served in management positions at Xidex Corporation, a manufacturer of storage devices, and spent eight years in public accounting with a number of accounting

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firms. Ms. Gorjanc is a member of the board of directors and serves as the Audit Committee Chairman of Invitae Corporation, a genetic health information company. Ms. Gorjanc also serves on the board of directors and audit committee of Juniper Networks, a leader in secure AI driven networks. Ms. Gorjanc holds a B.A. in Accounting (with honors) from the University of Texas at El Paso and a M.S. in Taxation from Golden Gate University.

Brian Busse. Brian Busse has served as our General Counsel since July 2018. Previously, Mr. Busse was NETGEAR’s Vice President Intellectual Property & Litigation where he was responsible for overseeing NETGEAR’s worldwide litigation, intellectual property, privacy and licensing matters. Before joining NETGEAR in September 2009, Mr. Busse served as Counsel in the Intellectual Property Litigation Department of O’Melveny & Myers LLP in Menlo Park, California beginning in December 2008 where he represented public and private technology companies in a wide range of intellectual property litigation matters, including all aspects of patent litigation, including trial, discovery, law and motion, and claim construction. Mr. Busse began practicing law with the New York firm of Skadden, Arps, Slate, Meagher & Flom LLP, advising clients on various areas of litigation. Mr. Busse holds a J.D. from The University of Texas at Austin School of Law, an M.S. and Ph.D. in Physics from Oregon State University, and a B.S. in Physics from Virginia Tech. Mr. Busse is admitted to practice law in California and New York.

Gordon Mattingly. Gordon Mattingly, age 49, has been appointed as our Chief Financial Officer, effective June 15, 2020. Mr. Mattingly currently serves as our Senior Vice President, Finance, a position he has held since July 2018. From 2003 through June 2018, Mr. Mattingly held various financial roles with NETGEAR and its affiliates, most recently serving as Vice President, Financial Planning & Analysis from August 2011 through June 2018. Before joining NETGEAR, Inc., Mr. Mattingly held various European finance positions within U.S. technology companies such as RealNetworks, Inc., International Business Machines Corporation and Tivoli Systems Inc. Mr. Mattingly began his career in finance with the London audit firm of Mazars Group, where he specialized in audits at Lloyd’s of London and qualified as a member of the Institute of Chartered Accountants in England and Wales. Mr. Mattingly also qualified in 2013 as a member of the Chartered Institute of Taxation. Mr. Mattingly received a BSc in Economics and Accountancy from the University of Southampton.

Non-Employee Directors

Jocelyn E. Carter-Miller. Jocelyn E. Carter-Miller has served as a member of our Board since August 2018. Prior to joining the Arlo Board, Ms. Carter-Miller served on the board of directors of NETGEAR from January 2009 to August 2018. Since 2005 Ms. Carter-Miller has been President of TechEdVentures, Inc. and since 2013 President of SoulTranSync, LLC, entrepreneurial ventures specializing in the development and marketing of high performance educational and personal/ community empowerment programming. Also, Ms. Carter-Miller leads Jocelyn Carter-Miller, LLC, a business consulting firm. From 2002 until 2004, Ms. Carter-Miller served as Executive Vice President and Chief Marketing Officer of Office Depot, Inc. Before that, Ms. Carter-Miller worked a decade at Motorola, Inc., initially as a Director of Marketing and Network Service Quality, then as Vice President and GM of International Networks Division Latin America and EMEA Operations, and ultimately as Corporate Vice President and Chief Marketing Officer. She also spent eight years at Mattel, Inc. in marketing, product development and strategic business planning roles. Ms. Carter-Miller also currently serves on the Board of Directors of Principal Financial Group, Inc. and Interpublic Group of Companies, Inc. Ms. Carter-Miller provides an in-depth understanding of marketing to home users and small businesses based on her extensive marketing and executive experience at various public companies. In addition, Ms. Carter-Miller’s expertise gained from her time on the boards of large public companies provides an important perspective on corporate governance best practices and procedures that can be applied at Arlo and qualifies her to serve as a member of our Board.

Ralph E. Faison. Ralph E. Faison has served as the Chairman of our Board since August 2018. Prior to joining the Arlo Board, Mr. Faison served on the board of directors of NETGEAR from August 2003 to August 2018. Mr. Faison currently is a private investor. From January 2011 to July 2014, Mr. Faison served as the President and Chief Executive Officer and chair of the board of directors of Pulse Electronics Corporation, a public company and manufacturer of electronic components. From February 2003 through December 2007, Mr. Faison served as Chief Executive Officer of Andrew Corporation, a public company and a manufacturer of communications equipment and systems. He also served at various times as President, Chief Operating Officer, and Director at Andrew Corporation. From June 2001 to June 2002, Mr. Faison was President and Chief Executive Officer of Celiant Corporation, a manufacturer of power amplifiers and wireless radio frequency systems, which was acquired by Andrew Corporation. From October 1997 to June 2001,

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Mr. Faison was Vice President of the New Ventures Group at Lucent Technologies, a communications service provider, and from 1995 to 1997, he was Vice President of advertising and brand management at Lucent. Prior to joining Lucent, Mr. Faison also held various positions at AT&T, a voice and data communications company, including as Vice President and General Manager of AT&T’s wireless business unit and manufacturing Vice President for its consumer products unit in Bangkok, Thailand. Mr. Faison also serves on the Board of Directors of Visilink Technologies, Inc., a company that produces wireless broadcast video cameras for the commercial broadcast and military markets. Mr. Faison has extensive experience in leading and managing large international companies. He is well versed in the complex manufacturing and distribution systems that today’s multinational companies implement. Mr. Faison, as a recent public company chair and chief executive officer, is able to advise Arlo on many aspects of public company governance and management and is qualified to serve as a member of our Board.

Grady K. Summers. Grady K. Summers has served as a member of our Board since August 2018. Prior to joining the Arlo Board, Mr. Summers served on the board of directors of NETGEAR from January 2016 to August 2018. Mr. Summers currently serves as Executive Vice President, Product of SailPoint Technologies, Inc., a leading provider of enterprise identity governance solutions. From 2014 to 2020, Mr. Summers served in various roles at FireEye, Inc., most recently as the Executive Vice President and Chief Technology Officer. He joined FireEye through its acquisition of Mandiant in 2014. At Mandiant, Mr. Summers served as the Vice President of Strategic Solutions and led the company’s strategic consulting and customer success divisions. Prior to Mandiant, from 2010 to 2012, Mr. Summers was a principal at Ernst & Young (‘‘E&Y’’). Before E&Y, from 1999 to 2010, he held various roles at General Electric, most recently as the Chief Information Security Officer overseeing a large global information security organization. Mr. Summers has years of quality experience reviewing, leading, designing, and implementing cybersecurity programs. He provides Arlo with technology perspectives, strategic insight, and cyber security oversight. Mr. Summers is an expert in addressing the security and privacy challenges that Arlo faces in today’s connected world and is qualified to serve as a member of our Board.

Prashant Aggarwal. Prashant (Sean) Aggarwal has served as a member of our Board since October 2018. Mr. Aggarwal has served as Chief Executive Officer of Soar Capital since March 2016, where he focuses on investments in early-stage technology companies. From November 2011 to February 2015, Mr. Aggarwal was Chief Financial Officer at Trulia, Inc., an online real estate company, where he directed the company's successful IPO in 2012. From June 2008 to October 2011, Mr. Aggarwal served as Vice President of Finance at PayPal, Inc., an online payments company. From March 2003 to May 2008, Mr. Aggarwal worked at eBay, Inc., an online commerce company, in various finance roles including Vice President of Finance. Prior to eBay, Mr. Aggarwal was Director of Finance at Amazon, Inc., an online commerce company. Mr. Aggarwal started his career in investment banking with Merrill Lynch, Pierce, Fenner & Smith Incorporated. Mr. Aggarwal also currently serves on the Board of Directors of Lyft, Inc., and Yatra Online, Inc. Mr. Aggarwal has significant operational and finance experience as an executive and board member of technology companies. He has led organizations through periods of rapid top-line growth and expansion into international markets. Mr. Aggarwal’s deep understanding of finance, financial reporting, strategy, operations and risk management qualifies him to serve as a member of our Board.

Mike Pope. Michael Pope has served as a member of our Board since October 2018. From October 2015 to November 2019, Mr. Pope served as Senior Vice President and Chief Financial Officer of Shutterfly, Inc., a leading retailer and manufacturing platform for personalized products, where he is responsible for managing all aspects of financial activities, including strategic planning, financial planning and analysis, investor relations, customer insights and analysis, mergers and acquisitions, accounting, tax, treasury and legal. Mr. Pope joined Shutterfly, Inc. from Clean Power Finance, a residential solar power financing company, where he served as Chief Financial Officer from 2013 to 2015. He has also held the positions of Chief Operating Officer and Chief Financial Officer at MarketTools from 2008 to 2012. Prior to MarketTools, Mr. Pope was Vice President at BearingPoint from 2007 to 2008. He has also served as President and Chief Operating Officer at Network General from 2005 to 2006. Prior to Network General, Mr. Pope served as President and Chief Executive Officer at DigitalThink, and Chief Financial Officer and Chair of the Audit Committee at Dionex (acquired by Thermo Scientific). Mr. Pope has robust and broad finance, manufacturing, and operational experience with a successful track record of profitably growing public and private companies, which qualifies him to serve as a member of our Board.


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Amy Rothstein. Amy Rothstein has served as a member of our Board since May 2019. Ms. Rothstein currently serves as Chief Legal Officer and Head of Corporate Development for Tremor International, a leading provider of digital video brand advertising solutions, where she is responsible for managing the global legal affairs of the group and driving operational and strategic goals. During her tenure with Tremor International, Ms. Rothstein has also served as Chief Operating Officer. Ms. Rothstein joined Tremor International through its acquisition of RhythmOne Plc in April 2019, at which time Ms. Rothstein served as Executive Vice President, Chief Legal Officer and Chief Operating Officer of RhythmOne. Ms. Rothstein joined RhythmOne through its acquisition of YuMe Inc. where since August 2013, Ms. Rothstein served as YuMe's Deputy General Counsel and then General Counsel. Prior to joining YuMe, Ms. Rothstein served as the Director of Mergers and Acquisitions for North America for Hewlett Packard Inc. where she led and supported a variety of complex transactions. She has also held associate positions with Weil, Gotshal and Manges LLP and Cooley LLP advising clients on a wide variety of securities, M&A, commercial and governance matters. We believe that Ms. Rothstein’s extensive experience evaluating and executing complex strategic transactions including M&A and advising public company technology boards qualifies her to serve as a member of our Board.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Composition of Our Board of Directors

Our business and affairs are organized under the direction of our Board, which currently consists of seven directors. Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. The directors designated as Class II directors will have terms expiring at the 2020 annual meeting of stockholders. The directors designated as Class III directors will have terms expiring at the 2021 annual meeting of stockholders, and the directors designated as Class I directors will have terms expiring at the 2022 annual meeting of stockholders. At any meeting of stockholders for the election of directors at which a quorum is present, the election will be determined by a plurality of the votes cast by the stockholders entitled to vote in the election.

Our Class I directors consists of Ms. Carter-Miller and Mr. Faison.

Our Class II directors consists of Messrs. Summers and Aggarwal and Ms. Rothstein.

Our Class III directors consists of Messrs. McRae and Pope.

Our amended and restated bylaws provide that the authorized number of directors may only be changed by a resolution adopted by a majority of our Board.

Committees of the Board of Directors

Our Board has established an audit committee (“Audit Committee”), a compensation committee (“Compensation Committee”), a nominating and corporate governance committee (“Nominating and Corporate Governance Committee”), and a cybersecurity committee (“Cybersecurity Committee”). The Board also has a strategic committee ("Strategic Committee") that was established in May 2019. Each committee operates under a charter that has been approved by our board of directors. Copies of each committee’s charter are posted on our website at www.arlo.com. The reference to our Internet address does not constitute incorporation by reference of the information contained at or available through our website. Our Board may from time to time establish other committees.


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Audit Committee

Our Audit Committee was established by our Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes, internal controls, independent auditor relationships, and audits of its financial statements. For this purpose, our Audit Committee performs several functions, including, among other things:

overseeing management’s establishment and maintenance of adequate systems of internal accounting and financial controls;

reviewing the effectiveness of our legal and regulatory compliance programs;

overseeing our financial reporting process, including the filing of financial reports; and

selecting independent auditors, evaluating their independence and performance and approving audit fees and services performed by them.

Our Audit Committee is composed of four directors: Ms. Carter-Miller and Messrs. Summers, Pope and Aggarwal. Mr. Aggarwal was appointed as a member of the Audit Committee in April 2020. Mr. Pope is the Chair of the Audit Committee. Our Board has adopted a written Audit Committee charter that is available on our website at www.arlo.com. The reference to our Internet address does not constitute incorporation by reference of the information contained at or available through our website.

Our Board reviews the New York Stock Exchange (“NYSE”) listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of our Audit Committee are independent (as independence is currently defined in Section 303A.07(a) of the NYSE Listed Company Manual).

Our Board has also determined that Ms. Carter-Miller and Mr. Pope qualify as “audit committee financial experts,” as defined in applicable SEC rules. Our Board made a qualitative assessment of Ms. Carter-Miller’s and Mr. Pope’s level of knowledge and experience based on a number of factors, including their formal education and previous and current experience in financial roles. In addition to our Audit Committee, Ms. Carter-Miller also serves on the audit committee of Interpublic Group of Companies, Inc. Our Board has determined that this simultaneous service does not impair Ms. Carter-Miller’s ability to effectively serve on our Audit Committee.

Compensation Committee

Our Compensation Committee is composed of three directors: Messrs. Faison and Aggarwal and Ms. Carter-Miller. Ms. Carter-Miller is the Chair of our Compensation Committee. Our Board has determined that each of the members of our Compensation Committee are independent (as independence is currently defined in NYSE Listed Company Manual Section 303A.02 as applied to compensation committee members), and is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Our Compensation Committee acts on behalf of the Board to review, adopt or recommend to the Board for adoption, and oversee the Company’s compensation strategy, policies, plans and programs. For this purpose, our Compensation Committee performs several functions, including, among other things:

ensuring our executive compensation programs are appropriately competitive, supporting organizational objectives and stockholder interests and emphasizing pay for performance linkage;

evaluating and approving compensation and setting performance criteria for compensation programs for our chief executive officer and other executive officers; and


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reviewing the compensation of directors for service on the Board and its committees and recommending changes to the Board as appropriate; and

overseeing the implementation and administration of our compensation plans.

Our Board has adopted a written Compensation Committee charter that is available on our website at www.arlo.com. The reference to our Internet address does not constitute incorporation by reference of the information contained at or available through our website.

Compensation Committee Interlocks and Insider Participation

As stated above, our Compensation Committee currently consists of Messrs. Faison and Aggarwal and Ms. Carter-Miller. No member of our Compensation Committee has ever been an officer or employee of our company. None of our executive officers currently serves, or has served during the last completed fiscal year, on our Compensation Committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of our company (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, selecting or recommending to our Board for selection candidates for election to the Board, making recommendations to our Board regarding the membership of the committees of our Board, assessing the performance of our Board, and developing a set of corporate governance principles for our company.

Our Nominating and Corporate Governance Committee is composed of three directors: Messrs. Faison and Aggarwal and Ms. Rothstein. Ms. Rothstein was appointed as the replacement for Mr. Pope in January 2020. Mr. Faison is the Chair of the Nominating and Corporate Governance Committee. Each of the members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in NYSE Listed Company Manual Section 303A.02). The functions of this committee include, among other things:

recommending nominees for our Board and its committees;

recommending the size and composition of our Board and its committees;

reviewing and considering the Company’s position and practices on significant issues of corporate public responsibility such as workforce diversity, protection of the environment, and philanthropic and political contributions;

reviewing our corporate governance guidelines, corporate charters and proposed amendments to our certificate of incorporation and bylaws; and

reviewing and making recommendations to address stockholder proposals.

Our Board has adopted a written Nominating and Corporate Governance Committee charter that is available on our website at www.arlo.com. The reference to our Internet address does not constitute incorporation by reference of the information contained at or available through our website.

Cybersecurity Committee

Our Cybersecurity Committee is composed of three directors: Messrs. Faison, Summers and Aggarwal. Mr. Summers is the Chair of our Cybersecurity Committee. Each of the members of the Cybersecurity Committee are “independent” under the applicable rules of the NYSE. The functions of this committee include, among other things:


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overseeing the quality and effectiveness of the Company’s information security team, and policies and procedures with respect to its information technology systems, including but not limited to enterprise cybersecurity and privacy;

reviewing and providing oversight on the policies and procedures of the Company in preparation for responding to any material incidents;

reviewing periodically with management the Company’s disaster recovery capabilities;

overseeing the Company’s information technology senior management team relating to budgetary priorities based, in part, on assessing risk associated with various perceived cyber-threats;

annually evaluating the performance of the Cybersecurity Committee, annually reviewing and assessing the adequacy of the charter, and recommending any proposed changes to the Board for approval; and

annually reviewing the appropriateness and adequacy of the Company’s cyber-insurance coverage.
 
Our Board has adopted a written Cybersecurity Committee charter that is available on our website at www.arlo.com. The reference to our Internet address does not constitute incorporation by reference of the information contained at or available through our website.

Strategic Committee

Our Strategic Committee was established in May 2019 and is composed of three directors: Mr. Faison, Ms. Carter-Miller and Ms. Rothstein. Mr. Faison is the Chair of the Strategic Committee. Each of the members of the Strategic Committee are “independent” under the applicable rules of the NYSE. The functions of this committee include, among other things:

evaluating and making recommendations to the Board with respect to the overall strategic transaction and financing strategy of the Company; and

evaluating and working with management to negotiate the terms and conditions of any strategic transaction or of any financings and making recommendations to the Board with respect to such potential transactions and other alternative transactions.

Our Board has adopted a written Strategic Committee charter that is available to stockholders on the Company’s website at www.arlo.com. The reference to our Internet address does not constitute incorporation by reference of the information contained at or available through our website.

Code of Business Conduct and Ethics

Our Board has adopted a code of business conduct and ethics (“Code of Ethics”) which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics is available upon written request to our General Counsel and is located on our website at www.arlo.com. The reference to our Internet address does not constitute incorporation by reference of the information contained at or available through our website. If we amend or grant any waiver from a provision of our Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on our website and as required by applicable law.


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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2019, other than a Form 4 covering one transaction for Ms. Rothstein that was filed late on May 13, 2019, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.


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Item 11.
Executive Compensation

Our named executive officers for the year ended December 31, 2019, which consist of our principal executive officer, our two other most highly compensated executive officers as of December 31, 2019, and one additional individual who would have been among the top two but was not an executive officer as of December 31, 2019 are:

Matthew McRae, our Chief Executive Officer;

Christine M. Gorjanc, our Chief Financial Officer (1);

Brian Busse, our General Counsel; and

Patrick J. Collins III, our former Senior Vice President of Products and Services (2).
______________________
(1)
On April 23, 2020, Ms. Gorjanc informed the Company that she will be retiring as Chief Financial Officer, effective June 15, 2020.

(2)  
Mr. Collins separated from the Company in May 2019.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and have elected to comply with the reduced compensation disclosure requirements available to emerging growth companies under the JOBS Act.

Summary Compensation Table

The following table sets forth certain information regarding the compensation of our named executive officers for services rendered in all capacities to either Arlo or NETGEAR for the years indicated. Prior to the IPO, Arlo was a wholly owned subsidiary of NETGEAR. Prior to the Separation of Arlo’s business from NETGEAR on July 1, 2018 leading to the IPO, the named executive officers were paid by NETGEAR and the information below reflects such amounts paid by NETGEAR.
Name and Principal Position
 
Year
 
Salary
 
Stock Awards (1) (3)
 
Option Awards
 (2) (3)
 
Non-Equity Incentive Plan Compensation (3) (4) (5)
 

Matching
Contribution to
401(k) Plan
 (6)
 
All Other Compensation (7)
 
Total
Matthew McRae
Chief Executive Officer
 
2019
 
$
750,000

 
$
1,471,966

 
$

 
$
187,500

 
$
4,000

 
$
1,200

 
$
2,414,666

 
2018
 
$
546,731

 
$

 
$
12,714,844

 
$
859,921

 
$
3,000

 
$
1,200

 
$
14,125,696

Christine M. Gorjanc
Chief Financial Officer
 
2019
 
$
557,000

 
$
737,669

 
$

 
$
104,440

 
$
4,000

 
$

 
$
1,403,109

 
2018
 
$
556,691

 
$
1,052,250

 
$
3,900,701

 
$
248,207

 
$
3,000

 
$

 
$
5,760,849

Brian Busse
General Counsel
 
2019
 
$
331,000

 
$
574,469

 
$

 
$
41,376

 
$
4,000

 
$

 
$
950,845

 
2018
 
$
303,046

 
$
591,810

 
$
287,820

 
$
87,776

 
$

 
$
38

 
$
1,270,490

Patrick J. Collins III (9)
Former Senior Vice President of Arlo Products and Services
 
2019
 
$
148,085

 
$

 
$

 
$

 
$

 
$
467,348

 
$
615,433

 
2018
 
$
413,757

 
$
491,050

 
$
3,482,505

(8) 
$
147,580

 
$
3,000

 
$
9,929

 
$
4,547,821

______________________
(1) 
The amounts reported in this column represent the aggregate value of the RSUs, PSUs and MPSUs (each as defined below) granted to our named executive officers during 2019 and 2018, based on the closing fair market value of our common stock or NETGEAR’s common stock on the grant date, as determined in accordance with the share-based payment accounting guidance under FASB ASC 718 (without regard to estimates of forfeitures).

13



(2) 
The amounts reported in this column for 2018 include the aggregate value of options ("IPO Options") granted to Messrs. McRae and Collins and Ms. Gorjanc in 2018 in connection with the IPO. A substantial portion of the IPO Options were subject to various performance vesting conditions and accordingly, the amount in the table reflects the grant date fair value based on maximum achievement of such performance conditions, as determined under FASB ASC 718. During 2019, a portion of each of the performance-vesting IPO Options were cancelled in connection with the failure of performance conditions to occur, and with respect to Mr. Collins, as a result of his separation. Specifically, the cancelled options in 2019 represented 25.0%, 12.5% and 100.0% of the options reported in the table above for 2018 for Mr. McRae, Ms. Gorjanc and Mr. Collins, respectively. Additionally, in January 2020 the remaining IPO Options for Mr. McRae were canceled.

(3) 
The amounts set forth in these columns are also subject to a Clawback Policy adopted by us in August 2018 (the “Clawback Policy”) that applies to our executive officers and any other employees as designated by the Board. Pursuant to the Clawback Policy, if (i) we are required to restate our financial statements, (ii) in the reasonable judgment of the Board or Compensation Committee, the financial statements as so restated would have resulted in less compensation paid to the executive officer if such information had been known at the time the compensation had originally been calculated or determined, and (iii) the executive officer’s intentional misconduct, fraud and/or embezzlement led, in whole or in part, to the restatement of the financial statements, then the Board or Compensation Committee, in its sole discretion and to the extent permitted by law, may require such executive officer to reimburse us for any bonus or other incentive-based or equity-based compensation (or in the case of equity-based compensation, return equity to us) for the amount that such original compensation exceeds the compensation as recalculated for the restated financial statements.

(4) 
The amount for 2019 represents bonus amounts earned under our 2019 executive bonus plan, as applicable, and paid in the form of fully-vested RSUs in February 2020.

(5) 
The amount for 2018 represents bonus amounts earned under NETGEAR’s and our 2018 executive bonus plan, as applicable, and paid in February 2019.

(6) 
Consists of matching contributions under NETGEAR’s 401(k) plan and Arlo's 401(k) plan that were earned in 2018 and 2019 and paid in February 2019 and January 2020, respectively.

(7) 
Mr. McRae received a benefits waiver of $1,200 during 2018 and 2019, respectively. Mr. Collins received a watch in connection with a 10-year service award equal to $9,929 during 2018 and received severance of $414,000 and vacation pay-out of $53,348 in connection with his separation from the Company in May 2019.

(8) 
As a result of Mr. Collins' separation from the Company in May 2019, he forfeited all of the 2018 awards.

(9) 
Mr. Collins separated from the Company in May 2019.

Compensation Program Overview

Our compensation program for executive officers is designed to encourage our management team to continually achieve our short-term and long-term corporate objectives while effectively managing business risks and challenges. We provide what we believe is a competitive total compensation package to our management team through a combination of base salary, an annual performance-based bonus and long-term equity-based incentives.

The compensation of our named executive officers, including our chief executive officer, is generally reviewed and approved by our Compensation Committee (or if it deems appropriate, our Compensation Committee will make recommendations to the full Board).

Annual Base Salary

As of December 31, 2019, the annual base salaries for our named executive officers are provided below.
Name
 
Base Salary
Matthew McRae
 
$
750,000

Christine M. Gorjanc
 
$
557,000

Brian Busse
 
$
331,000


14



Mr. Collins separated from the Company in May 2019. Prior to his separation, Mr. Collins' annual base salary was $414,000.

Bonus Compensation

In addition to base salaries, our named executive officers are eligible to receive annual performance-based equity bonuses, which are designed to provide appropriate incentives to our executives to achieve defined annual corporate and individual goals and to reward our executives for achievement towards these goals. The annual performance-based bonus that each named executive officer is eligible to receive is generally based on the extent to which we achieve the corporate goals the Board or our Compensation Committee establishes each year, and the extent to which the executive achieves related individual goals. The 2019 amounts reflected as Equity Incentive Plan Compensation in the Summary Compensation Table for our named executive officers reflect bonuses earned for 2019 performance under Arlo’s 2019 executive bonus plan.

Equity-Based Incentive

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees and Board of Directors, including our named executive officers. The Compensation Committee is responsible for approving equity grants.

In August 2019, we granted to Messrs. McRae and Busse and Ms. Gorjanc a total of 0.8 million shares of stock awards consisting of RSUs (50% of the grant), performance-based RSUs ("PSUs") (25% of the grant) and market-based performance RSU ("MPSUs") (25% of the grant). The RSUs will vest in three equal annual installments during the period that begins on the RSU grant date. The PSUs will vest in three equal annual installments during the period that begins on the PSU grant date based on the extent to which a revenue milestone for the fiscal year ended December 31, 2019 is achieved. As of December 31, 2019, the revenue milestone was not achieved, and the PSUs were cancelled on January 31, 2020. The MPSUs will vest at the end of the three-year period that begins on the MPSU grant date based on performance of the Company's common stock relative to the Russell 2000 Index (“the Benchmark”) during the three-year period from the grant date. A positive 3.3x or negative 2.5x multiplier will be applied to the total shareholder returns (“TSR”), such that the number of shares vested will increase by 3.3% or decrease by 2.5% of the target numbers, for each 1% of positive or negative TSR relative to the Benchmark.  In the event the Company's common stock performance is below negative 30% relative to the Benchmark, no shares will be vested. In no event will the number of shares vested exceed 200% of the target for that tranche.

In addition to the terms set forth above, each option has such terms as set forth in each individual award agreement and otherwise is covered by the applicable terms and conditions of our 2018 Equity Incentive Plan (the “2018 Plan”).

In addition, in 2019 Messrs. McRae and Collins and Ms. Gorjanc forfeited certain options that had been granted in August 2018 in connection with our IPO, or the IPO Options. A substantial portion of the IPO Options were granted subject to performance vesting conditions. A portion of each of the performance-vesting IPO Options were forfeited in 2019 connection with the failure of certain performance conditions to occur and, with respect to Mr. Collins, as a result of his separation. Specifically, in 2019 Mr. McRae, Ms. Gorjanc and Mr. Collins forfeited options to purchase 234 thousand, 59 thousand, and 438 thousand shares, representing 25.0%, 12.5% and 100.0% of the performance-vesting IPO Options.

Agreements with our Named Executive Officers

In connection with the IPO, we have entered into confirmatory employment letters with each of Messrs. McRae and Busse and Ms. Gorjanc. The employment letters generally memorialize the executive officer’s base salary, target annual bonus, IPO Options (except for Mr. Busse), and participation in our employee benefit plans and programs.


15


In addition, the severance terms described below are set forth in change in control and severance agreements we entered into with each such executive officer.

Upon a termination without cause or resignation with good reason, Messrs. McRae and Busse and Ms. Gorjanc would be entitled to (1) cash severance equal to the executive officer’s annual base salary for Mr. McRae and Ms. Gorjanc and cash severance equal to 6 months of executive officer's salary for Mr. Busse, and, for Mr. McRae and Ms. Gorjanc, an additional amount equal to his or her target annual bonus, (2) 12 months of health benefits continuation for Mr. McRae and Ms. Gorjanc and 6 months of health benefits continuation for Mr. Busse and (3) accelerated vesting of any unvested equity awards that would have vested during the 12 months following the termination date. Upon a termination without cause or resignation with good reason that occurs during the one month prior to or 12 months following a change in control, Messrs. McRae and Busse and Ms. Gorjanc would be entitled to (1) cash severance equal to a multiple (2 times for Mr. McRae, 1.5 times for Ms. Gorjanc and 1 times for Mr. Busse) of the sum of the executive officer’s annual base salary and target annual bonus, (2) a number of months (24 for Mr. McRae, 18 for Ms. Gorjanc and 12 for Mr. Busse) of health benefits continuation and (3) vesting of all outstanding, unvested equity awards. Severance will be conditioned upon the execution and non-revocation of a release of claims. The agreements do not provide for any excise tax gross ups. If the merger-related payments or benefits of Messrs. McRae and Busse or Ms. Gorjanc are subject to the 20% excise tax under Section 4999 of the Code, then the executive officer 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 executive officer.

In May 2019, the Company entered into a Separation and Release Agreement with Mr. Collins. Pursuant to that agreement, Mr. Collins received (1) cash severance equal to his annual base salary, (2) 12 months of health benefits continuation and (3) accelerated vesting of any unvested equity awards that would have vested during the 12 months following his separation. All of Mr. Collins’ performance-vesting equity awards were cancelled upon his separation.

On April 23, 2020, Ms. Gorjanc informed the Company that she will be retiring as Chief Financial Officer, effective June 15, 2020 (the “Retirement Date”). In connection with her retirement, on April 27, 2020, the Company, NETGEAR and Ms. Gorjanc entered into a Separation Agreement and Release (the “Separation Agreement”) that provides that Ms. Gorjanc is not entitled to the severance benefits as disclosed above. Pursuant to the Separation Agreement, in exchange for Ms. Gorjanc serving as Chief Financial Officer through the Retirement Date and executing a release of claims in favor of the Company and NETGEAR, Ms. Gorjanc is entitled to receive a $15,000 cash payment and accelerated vesting of (i) 8,749 shares subject to Company stock options, (ii) 43,216 shares subject to Company restricted stock units, (iii) 2,897 shares subject to NETGEAR stock options and (iv) 15,000 shares subject to NETGEAR restricted stock units.

Potential Payments Upon Termination or Change of Control

Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused vacation, as applicable. In addition, certain of our named executive officers are entitled to receive certain benefits upon our termination of their employment without cause or their resignation for good reason, as provided above under “Agreements with Named Executive Officers.”

Each of our named executive officers holds stock options and RSUs that were granted pursuant to the 2018 Plan. A description of the termination and change in control provisions in the 2018 Plan applicable to the stock options and RSUs granted to our named executive officers is provided below under “Equity Benefit Plans” and “Outstanding Equity Awards at Fiscal Year-End” and above under “Equity-Based Incentive Awards.”


16


Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information regarding equity awards granted to our named executive officers that remain outstanding as of December 31, 2019. Prior to our IPO, our employees have historically participated in NETGEAR’s various stock-based plans and as a result outstanding equity awards for NETGEAR stock held by our named executive officers as of December 31, 2019 are included in the table below.
 
 
 
 
 
 
Option Awards
 
Stock Awards
Name
 
Issuer
(1)
 
Grant date
 
Number of securities underlying unexercised options (#) exercisable
 
Number of securities underlying unexercised options (#) unexercisable (2)
 
Equity incentive plan awards: number of securities underlying unexercised unearned options (#)
 
Option exercise price ($)
 
Option expiration date
 
Number of shares or units of stock that have not vested (#)
 
Market value of shares or units of stock that have not vested ($) (3)
Matthew McRae
 
NTGR
 
10/19/2017
(7) 
10,760

 
9,106

 

 
$
29.23

 
10/19/2027

 
5,000

(4) 
$
122,550

 
 
ARLO
 
10/19/2017
(7) 
21,662

 
18,331

 

 
$
10.09

 
10/19/2027

 
9,902

(4) 
$
41,687

 
 
ARLO
 
8/2/2018
(5) 

 
937,500

 
468,750

 
$
16.00

 
8/2/2028

 

 
$

 
 
ARLO
 
8/8/2019
(8) 

 

 

 

 

 
428,520

(8) 
$
1,804,069

Christine M. Gorjanc
 
NTGR
 
2/3/2011
(7) 
10,305

 

 

 
$
20.98

 
2/3/2021

 

 

 
 
ARLO
 
2/3/2011
(7) 
20,746

 

 

 
$
7.25

 
2/3/2021

 

 

 
 
NTGR
 
5/16/2013
(7) 
5,587

 

 

 
$
19.33

 
5/16/2023

 

 

 
 
ARLO
 
5/16/2013
(7) 
11,248

 

 

 
$
6.68

 
5/16/2023

 

 

 
 
NTGR
 
6/3/2014
(7) 
13,658

 

 

 
$
19.32

 
6/3/2024

 

 

 
 
ARLO
 
6/3/2014
(7) 
27,495

 

 

 
$
6.67

 
6/3/2024

 

 

 
 
NTGR
 
6/2/2015
(7) 
21,108

 

 

 
$
18.58

 
6/2/2025

 

 

 
 
ARLO
 
6/2/2015
(7) 
42,492

 

 

 
$
6.42

 
6/2/2025

 

 

 
 
NTGR
 
3/24/2016
(7) 
32,593

 
2,173

 

 
$
23.48

 
3/24/2026

 
3,750

(4) 
$
91,913

 
 
ARLO
 
3/24/2016
(7) 
65,613

 
4,375

 

 
$
8.11

 
3/24/2026

 
7,426

(4) 
$
31,263

 
 
NTGR
 
1/27/2017
(7) 

 

 

 

 

 
230

(6) 
$
5,637

 
 
ARLO
 
1/27/2017
(7) 

 

 

 

 

 
456

(6) 
$
1,920

 
 
NTGR
 
6/1/2017
(7) 
21,728

 
13,038

 

 
$
25.37

 
6/1/2027

 
7,500

(4) 
$
183,825

 
 
ARLO
 
6/1/2017
(7) 
43,742

 
26,246

 

 
$
8.76

 
6/1/2027

 
14,852

(4) 
$
62,527

 
 
NTGR
 
1/25/2018
(7) 
16,658

 
18,108

 

 
$
41.67

 
1/25/2028

 
11,250

(4) 
$
275,738

 
 
ARLO
 
1/25/2018
(7) 
33,535

 
36,453

 

 
$
14.39

 
1/25/2028

 
22,278

(4) 
$
93,790

 
 
ARLO
 
8/2/2018
(5) 

 
234,375

 
175,781

 
$
16.00

 
8/2/2028

 

 

 
 
ARLO
 
8/8/2019
(8) 

 

 

 

 

 
214,750

(8) 
$
904,098

Brian Busse
 
NTGR
 
4/22/2014
(7) 
347

 

 

 
$
19.99

 
4/22/2024

 

 

 
 
ARLO
 
4/22/2014
(7) 
699

 

 

 
$
6.90

 
4/22/2024

 

 

 
 
ARLO
 
4/21/2015
(7) 

 

 

 

 

 

 

 
 
NTGR
 
4/21/2015
(7) 

 

 

 

 

 

 

 
 
ARLO
 
3/24/2016
(7) 

 

 

 

 

 
693

(4) 
$
2,918

 
 
NTGR
 
3/24/2016
(7) 

 

 

 

 

 
350

(4) 
$
8,579

 
 
ARLO
 
4/20/2017
(7) 

 

 

 

 

 
1,386

(4) 
$
5,835

 
 
NTGR
 
4/20/2017
(7) 

 

 

 

 

 
700

(4) 
$
17,157

 
 
ARLO
 
1/25/2018
(7) 

 

 

 

 

 
2,079

(4) 
$
8,753

 
 
NTGR
 
1/25/2018
(7) 

 

 

 

 

 
1,050

(4) 
$
25,736

 
 
ARLO
 
4/20/2018
(7) 

 

 

 

 

 
11,882

(4) 
$
50,023

 
 
NTGR
 
4/20/2018
(7) 

 

 

 

 

 
6,000

(4) 
$
147,060

 
 
ARLO
 
8/2/2018
(5) 
13,666

 
27,334

 

 
$
16.00

 
8/2/2028

 

 

 
 
ARLO
 
8/8/2019
(8) 

 

 

 

 

 
167,240

(8) 
$
704,080

_________________________

17


(1)  
Information disclosed in the above table, reflects equity awards outstanding as of December 31, 2019 and reflects the issuer of the equity awards. In May 2019, Mr. Collins separated from the Company, and hence his options and unvested RSUs were cancelled. On December 31, 2018, in connection with the Distribution, per the terms of the employee matters agreement between Arlo and NETGEAR (the “Employee Matters Agreement”), certain outstanding awards granted to Arlo employees and NETGEAR employees under NETGEAR’s equity incentive plans were adjusted into Arlo awards under Arlo’s equity incentive plans. Following the Distribution, 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 Distribution. Refer to Note 13 of the Form 10-K included in the Annual Report, for details of the adjustments.

(2)  
25% of the shares subject to these options vested or will vest twelve months after the grant date, and 1/48 of the shares subject to these options vested or will vest each month thereafter, subject to the optionee continuing to be a service provider through such dates.

(3)  
The amounts for NETGEAR RSUs were calculated as the product of the closing price of NETGEAR’s common stock on the Nasdaq Stock Market on December 31, 2019 (the last market trading day in 2019), which was $24.51, and the number of shares pursuant to the applicable NETGEAR RSU award. The amounts for our RSUs were calculated as the product of the closing price of our common stock on the NYSE on December 31, 2019 (the last market trading day in 2019), which was $4.21, and the number of shares pursuant to the applicable Arlo RSU award.

(4) 
These RSUs will vest in four equal annual installments with the first installment vesting on the last day of the grant month and the subsequent installments vesting on the annual anniversary of the first vesting date, subject to the individual continuing to be a service provider through such dates.

(5) 
Represents option awards granted in connection with the completion of the IPO that are eligible to vest based on achievement of performance milestones (in addition to service-based vesting criteria for any of such IPO Options that are deemed to have been earned). The numbers reflected in the table represent the shares underlying the performance-vesting IPO Options that remain outstanding, and with a performance period that has not ended, as of December 31, 2019.

(6) 
These RSUs awards will vest in accordance with the following schedule: 80% on the first anniversary of the last day of the grant month, 10% on the second anniversary of the last day of the grant month, and 10% on the third anniversary of the last day of the grant month, subject to the recipient continuing to be a service provider on such dates.

(7) 
Our named executive officers received the Arlo equity awards in connection with the Distribution on December 31, 2018 as consideration for the NETGEAR award listed directly above in the table. The “grant date” for the Arlo awards granted in the Distribution reflect the grant date of the NETGEAR equity award under which it was distributed.

(8) 
In August 2019, we granted to Messrs. McRae and Busse and Ms. Gorjanc a total 0.8 million shares of stock awards consisting of RSUs (50% of the grant), PSUs (25% of the grant) and MPSUs (25% of the grant). As of December 31, 2019, the revenue milestone was not achieved, hence the PSUs were cancelled on January 31, 2020. The MPSUs will vest at the end of the three-year period that begins on the MPSU grant date based on performance of the Company's common stock relative to the Russell 2000 Index (“the Benchmark”) during the three-year period from the grant date. As of December 31, 2019, the unvested shares of RSUs and MPSUs granted in August 2019 were 107,130 and 214,260, respectively, for Mr. McRae, 53,690 and 107,370, respectively, for Ms. Gorjanc, and 41,810 and 83,620, respectively, for Mr. Busse.

Option Repricings

We did not engage in any repricings or other modifications or cancellations to any of our named executive officers’ outstanding equity awards during the fiscal year ended December 31, 2019.

Perquisites Health, Welfare and Retirement Benefits

Our named executive officers are currently eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as our other employees. In addition, we provide a cash subsidy to any employee, including a named executive officer, who does not elect coverage under our company-sponsored medical insurance plans. We also provide a 401(k) plan to our employees, including our named executive officers, as discussed in the section below entitled “401(k) Plan.” We do not provide any other perquisites or personal benefits to our named executive officers.

18


We do, however, pay the premiums for term life insurance and disability insurance for all of our employees, including our current named executive officers.

401(k) Plan

We currently maintain a defined contribution employee retirement plan (“401(k) plan”) for our employees. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code. The plan permits us to make discretionary contributions, including matching contributions and discretionary profit sharing contributions. We did not provide any such contributions in 2018 because, prior to completion of the Separation, our employees, including our named executive officers, were eligible to participate in the NETGEAR 401(k) plan on the same basis as the NETGEAR employees. The 401(k) plan currently does not offer the ability to invest in our securities.

Compensation Plan Information

2018 Equity Incentive Plan

In connection with the IPO, our Board adopted and our stockholders have approved, the 2018 Plan, which became effective on August 1, 2018 and has terms substantially as set forth below.

Purposes

The purposes of the 2018 Plan is to attract and retain the best available personnel; to provide additional incentive to our employees, directors, and consultants and employees and consultants of our parent, subsidiaries, or affiliates; and to promote the success of our business.

Shares Subject to Our 2018 Plan

The number of shares of our common stock initially available for issuance under our 2018 Plan was 7.5 million shares of our common stock.  On December 31, 2018, 6,822,787 shares of our common stock were added to the 2018 Plan reserve as Adjusted Awards (as defined in the 2018 Plan).  In addition, the number of shares of our common stock reserved under our 2018 Plan will also include an annual increase on the first day of each fiscal year beginning on January 1, 2019 equal to the lesser of (1) four percent (4%) of our outstanding shares of common stock as of the last day of the immediately preceding fiscal year and (2) such number of shares as our board of directors may determine; provided, however, that such determination under clause (2) will be made no later than the last day of the immediately preceding fiscal year.  2,969,890 shares of our common stock and 3,031,005 shares of our common stock were added to the 2018 Plan reserve on January 1, 2019 and January 1, 2020, respectively.

The shares of our common stock covered by any award that is forfeited, terminates, expires, lapses without being exercised or settles for cash will again become available for issuance under the 2018 Plan. With respect to any stock appreciation rights, the net shares issued will cease to be available under the 2018 Plan. With respect to any award, if the exercise price and/or tax withholding obligations are satisfied by delivering shares to us (by actual delivery or attestation), only the net shares delivered or attested to will cease to be available under the 2018 Plan. With respect to any award, if the exercise price and/or tax withholding obligations are satisfied by withholding shares otherwise issuable pursuant to the award, the shares that are withheld to satisfy those obligations will again become available for issuance under the 2018 Plan.


19


Limitations

The 2018 Plan contains certain annual award limits, and the maximum number of shares and/or cash that may be issued to any one individual (other than any non-employee director) under the 2018 Plan in any fiscal year is set forth below:

Award Type
 
Annual Number of Shares
or Dollar Value
Stock Options
 
 3,000,000 shares
Stock Appreciation Rights
 
3,000,000 shares
Restricted Stock
 
2,000,000 shares
Restricted Stock Units
 
2,000,000 shares
Performance Shares
 
2,000,000 shares
Performance Units
 
$30,000,000

Under the 2018 Plan, no outside director may be granted, in any fiscal year, share-based awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) greater than $500,000, increased to $1,000,000 in the fiscal year of his or her initial service as an outside director, with each of the foregoing limits increased by $25,000 on January 1 of each year during the term of the 2018 Plan.

Administration

The 2018 Plan is administered by our Compensation Committee (or such other committee of our Board as our Board may from time to time designate). Among other things, our Compensation Committee has the authority to select individuals to whom awards may be granted, determine the types of awards (as well as the number of shares of common stock to be covered by each such award) granted, and determine and modify the terms and conditions of any such awards.

Eligibility

Awards may be granted to our directors, employees, and consultants or employees and consultants of any of our parents, subsidiaries, or affiliates. Incentive stock options may be granted only to persons who as of the time of grant are our employees or employees of any of our parents or subsidiaries, and, with respect to adjusted awards, in accordance with the terms of the Employee Matters Agreement, which is defined below.

Stock Options

Each option granted under the 2018 Plan is evidenced by an award agreement specifying the number of shares subject to the option and the other terms and conditions of the option. The exercise price per share of each option may not be less than the fair market value of a share of our common stock on the date of grant (except if granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code). However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all of our classes of stock or any of our parent or subsidiary corporations must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000.

Options are exercisable at such times and under such conditions as the administrator determines and as set forth in the award agreement. Unless otherwise provided in the award agreement, an option subject to only time-based vesting will become fully vested upon termination of a participant’s service for retirement, disability, or death. The 2018 Plan provides that the administrator will determine the acceptable form(s) of consideration for exercising an option. An option

20


will be deemed exercised when we receive the notice of exercise and full payment for the shares to be exercised, together with applicable tax withholdings.

The maximum term of an option is specified in the award agreement, provided that options will have a maximum term of no more than ten years, and provided further that an incentive stock option granted to a 10% stockholder must have a term not exceeding five years.

The administrator determines and specifies in each award agreement, solely in its discretion, the post-termination exercise period applicable to an option following a participant’s terminating service with us or our applicable parent, subsidiary, or affiliate. In the absence of such a determination, a participant (or such other appropriate person) will be able to exercise the vested portion of an option for: (1) three months following the participant’s termination for reasons other than retirement, death, or disability, and (2) 12 months following the participant’s termination due to retirement, death, or disability. In no event, however, will an option be exercisable beyond its term.

Stock Appreciation Rights

A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its exercise. Each stock appreciation right granted under the 2018 Plan is evidenced by an award agreement specifying the exercise price, the expiration date, the conditions of exercise, and other terms and conditions of the award. Unless otherwise provided in the award agreement, a stock appreciation right subject to only time-based vesting will become fully vested upon termination of a participant’s service for retirement, death or disability.

The exercise price per share of each stock appreciation right may not be less than the fair market value of a share on the date of grant. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive a payment determined by multiplying: (1) the difference between the fair market value of a share on the date of exercise and the exercise price by (2) the number of exercised stock appreciation rights. We may pay the appreciation in cash, in shares of equivalent value, or in some combination thereof. The term of a stock appreciation right will be no more than ten years from the date of grant. The terms and conditions relating to the period of post-termination exercise for options (described above) also apply to stock appreciation rights.

Restricted Stock Awards

Awards of restricted stock are rights to acquire or purchase shares of our common stock that generally are subject to transferability and forfeitability restrictions for a specified period. Each award of restricted stock is evidenced by an award agreement specifying the period during which the transfer of shares is subject to restriction (which, in the administrator’s sole discretion, may be based on the passage of time, the achievement of target levels of performance, the occurrence of other events the administrator determines, or a combination thereof), if any, the number of shares granted, and other terms and conditions of the award. Shares of restricted stock generally will be held in escrow until the end of the period of restriction applicable to such shares. Unless otherwise provided in the award agreement, a restricted stock award subject to only time-based vesting will become fully vested upon termination of a participant’s service for disability or death.

Unless otherwise provided by the administrator, a participant will forfeit any shares of restricted stock as to which the restrictions have not lapsed as of the date set forth in the award agreement. Unless the administrator provides otherwise, participants holding shares of restricted stock have the right to vote the shares and to receive any dividends paid with respect to such shares. The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

Restricted Stock Units

The administrator may grant RSUs, which represent a right to receive cash or shares of our common stock at a future date. Each RSU granted under the 2018 Plan is evidenced by an award agreement specifying the number of shares subject to the award, the form of payout, and other terms and conditions of the award.

21



RSUs result in a payment to a participant only if the vesting criteria the administrator establishes are achieved or the awards otherwise vest. Unless otherwise provided in the award agreement, RSUs subject to only time-based vesting will become fully vested upon termination of a participant’s service for retirement, disability or death.

After the grant of RSUs, the administrator, in its sole discretion, may reduce or waive any restrictions (including vesting criteria) with respect to such RSUs. A participant will forfeit any unearned RSUs as of the date set forth in the award agreement. Payment of earned RSUs will be made as soon as practicable after the date set forth in the award agreement, and, in the administrator’s sole discretion, will be settled in cash, shares of our common stock, or in a combination of both (which will have an aggregate fair market value equal to the earned RSUs).

Performance Units and Performance Shares

Performance units and performance shares are awards that result in a payment to a participant only if specified performance objectives or other vesting provisions are achieved during a specified performance period. Each award of performance units or shares is evidenced by an award agreement specifying the performance period during which achievement of applicable performance objectives or other vesting criteria will be measured and other terms and conditions of the award. Each performance unit has an initial value established by the administrator on or before the grant date. Each performance share has an initial value equal to the fair market value of a share on the grant date.

The administrator sets performance objectives or other vesting provisions, which may be based upon achieving company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state securities laws, or any other basis the administrator determines in its discretion.

After the applicable performance period has ended, the holder of performance units or shares will be entitled to receive a payout of the number of performance units or shares earned by the participant over the performance period. The administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Payment of earned performance units or shares will be made as soon as practicable after the end of the applicable performance period, and, in the administrator’s sole discretion, will be made in cash, in shares of equivalent value, or any combination of both (which will have an aggregate fair market value equal to the earned performance units or shares at the close of the applicable performance period). A participant will forfeit all performance units or shares that are unearned or unvested as of the date set forth in the award agreement.

Transferability of Awards

Unless otherwise determined by the administrator, awards generally are not transferable other than by will or by the laws of descent or distribution, and may be exercised during the lifetime of the participant, only by the participant.

Dissolution or Liquidation

In the event of our proposed dissolution or liquidation, the administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. An award will terminate immediately prior to the completion of such proposed action to the extent the award has not been previously exercised.

Change in Control

The 2018 Plan provides that, in the event of a “change in control” (as defined in the 2018 Plan), each award will be treated as the administrator determines, including that: (1) awards may be assumed or substantially equivalent awards will be substituted by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments to the number and kind of shares and prices; (2) upon written notice to a participant, that the participant’s awards will terminate upon or immediately before the completion of such change in control; (3) outstanding awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an award will lapse, in whole or in part, before or upon completion of such change in control, and, to the extent the administrator determines, terminate upon or immediately before the effectiveness of such merger or change in control; (4) (a) awards will be terminated in exchange for an amount

22


of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date the transaction occurs, or (b) awards will be replaced with other rights or property the administrator selects in its sole discretion; or (5) any combination of the foregoing. The administrator will not be required to treat all awards similarly in the transaction.

An award will not be considered assumed or substituted for unless: (1) the replacement award is the same type as the replaced award, (2) the replacement award has a value equal to the value of the replaced award as determined by the Compensation Committee in its discretion, (3) if the replaced award was equity-based, the replacement award relates to our publicly traded securities or the publicly traded securities of the surviving entity following the change in control, (4) the replacement award contains terms relating to vesting that are substantially identical to those of the replaced award and (5) if the terms and conditions of the replacement award are not less favorable to the participant than the terms and conditions of the replaced award as of the date of the change in control.

If the successor corporation does not assume or substitute for the award, options and stock appreciation rights will become fully vested and exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, for awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all other terms and conditions will be deemed met. In addition, if an option or stock appreciation right is not assumed or substituted for, the administrator will notify the participant that the option or stock appreciation right will be exercisable for a period of time the administrator determines in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

With respect to awards granted to our non-employee directors, in the event of a change in control, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and restricted stock units will lapse, and, for awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all other terms and conditions met.

Termination or Amendment

The 2018 Plan will automatically terminate ten years from August 1, 2018, unless terminated earlier by our Board. The administrator may amend, alter, suspend or terminate the 2018 Plan at any time, provided that no amendment may be made without stockholder approval to the extent approval is necessary or desirable to comply with any applicable laws. In addition, no amendment, alteration, suspension or termination may materially impair the rights of any participant unless mutually agreed in writing otherwise between the participant and the administrator.

Adjusted Awards

With respect to any adjusted awards, to the extent that the terms of the 2018 Plan are inconsistent with the terms of the adjusted award, the terms of the adjusted award are governed by the applicable NETGEAR plan under which the adjusted award was granted and the award agreement pursuant to which the adjusted award was granted.

2018 Employee Stock Purchase Plan

In connection with the IPO, our Board has adopted, and our stockholders have approved, the 2018 Employee Stock Purchase Plan (the “2018 ESPP”), which became effective upon the completion of our initial public offering in August 2018 and has terms substantially as set forth below.

Purpose

The purpose of our 2018 ESPP is to provide our eligible employees with an opportunity to purchase shares of our common stock through accumulated payroll deductions. We believe that allowing our employees to participate in the 2018 ESPP provides them with a further incentive to ensure our success and accomplish our corporate goals.


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Shares Available for Issuance

On August 1, 2018, in connection with the IPO, we reserved a total of 1,500,000 shares of common stock for issuance under the 2018 ESPP. As of December 31, 2019, 1,475,850 shares of common stock were available for issuance under the 2018 ESPP and on January 1, 2020, pursuant to an “evergreen” provision contained in the 2018 ESPP, a total of 757,751 shares of common stock were automatically added to our 2018 ESPP. The number of shares of our common stock available for issuance under our 2018 ESPP also includes an annual increase on the first day of each fiscal year beginning on January 1, 2019, in an amount equal to the least of: (1) 1,000,000 shares, (2) one percent (1%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (3) such number of shares as our board of directors may determine; provided, however, that such determination under clause (3) will be made no later than the last day of the immediately preceding fiscal year.

Administration

Our Board or a committee designated by our Board (referred to herein as the “administrator”) administers the 2018 ESPP. All questions of interpretation or application of the 2018 ESPP are determined by the administrator and its decisions are final and binding upon all participants.

Eligibility

Generally, each of our common law employees whose customary employment with us is at least twenty (20) hours per week and more than five (5) months in a calendar year is eligible to participate in the 2018 ESPP; except that no employee will be granted an option under the 2018 ESPP (1) to the extent that, immediately after the grant, such employee would own or have the right to purchase five percent (5%) or more of the total combined voting power or value of all classes of our capital stock or any of our parents or subsidiaries, or (2) to the extent that his or her rights to purchase stock under all of our 2018 ESPP accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.

Offering Period

Unless the administrator determines otherwise, each offering period during which an option granted pursuant to the 2018 ESPP may be exercised will have a duration of approximately six (6) months. No offering period will commence prior to the date of the distribution.

Purchase Price

Unless and until the administrator determines otherwise, the per share purchase price is eighty-five percent (85%) of the fair market value of a share of common stock on the offering date or the exercise date, whichever is lower; provided, however, that the purchase price may be adjusted by the administrator.

Exercise and Payment of the Purchase Right; Payroll Deductions

The number of whole shares of common stock that a participant may purchase in each offering period is determined by dividing the total amount of payroll deductions withheld from the participant’s compensation during that offering period by the purchase price.

Non-Transferability 

Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of an option or to receive shares under the 2018 ESPP may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or by designation of a beneficiary) by the participant.


24


Withdrawal

Generally, a participant may withdraw all but not less than all of his or her payroll deductions credited to his or her account and not yet used to exercise his or her option under the 2018 ESPP for an offering period at any time by written notice prior to the last trading day of the offering period without affecting his or her eligibility to participate in future offering periods. Once a participant withdraws from an offering period, however, that participant may not participate again in the same offering period. To participate in a subsequent offering period, the participant must deliver a new subscription agreement to us.

Termination of Employment

Upon termination of a participant’s employment for any reason, including death or disability, he or she shall be deemed to have elected to withdraw from the 2018 ESPP and any payroll deductions credited to the participant’s account (to the extent not yet used to purchase shares of our common stock) shall be returned to the participant or, in the case of death, to the person or persons entitled thereto as provided in the 2018 ESPP, and such participant’s option will automatically be terminated.

Adjustments upon Changes in Capitalization, Dissolution or Liquidation, or Change in Control

Changes in Capitalization. Subject to any required action by our stockholders, in the event of any stock split, reverse stock split, stock dividend, combination or reclassification of our common stock, or any other change in the number of shares of our common stock effected without receipt of consideration by us (provided, however, that conversion of any of our convertible securities shall not be deemed to have been “effected without receipt of consideration”), proportionate adjustments will be made to the purchase price per share and the number and kind of shares of common stock covered by each option under the 2018 ESPP (which has not yet been exercised), as well as to the number and kind of the shares available for purchase under the 2018 ESPP and the per-person numerical limits on the number of shares that may be purchased under the 2018 ESPP.

Dissolution or Liquidation. In the event of our proposed dissolution or liquidation, the offering period then in progress will be shortened by setting a new exercise date on which such offering period will end, unless provided otherwise by the administrator. The new exercise date will be prior to the dissolution or liquidation. If the administrator shortens any offering period then in progress, the administrator will notify each participant in writing, at least ten (10) business days prior to the new exercise date, that the exercise date has been changed to the new exercise date and that the participant’s option will be exercised automatically on the new exercise date, unless the participant has already withdrawn from the offering period.

Change in Control. In the event of a “change in control,” as defined in the 2018 ESPP, each option under the 2018 ESPP will be assumed or an equivalent option will be substituted by the successor corporation or a parent or subsidiary of such successor corporation. In the event the successor corporation refuses to assume or substitute for the options, any offering periods then in progress will be shortened by setting a new exercise date on which such offering period will end. The new exercise date will occur prior to the change of control. Further, the administrator will notify each participant in writing, at least ten (10) business days prior to the new exercise date, that the exercise date has been changed to the new exercise date and that the participant’s option will be exercised automatically on the new exercise date, unless the participant has already withdrawn from the offering period.

Amendment or Termination of the 2018 ESPP. Our 2018 ESPP will automatically terminate ten years from August 1, 2018, unless terminated earlier by the administrator. The administrator may, at any time and for any reason, terminate, amend or suspend the 2018 ESPP, including the term of any offering period then in progress. Generally, no such termination or amendment can adversely affect options previously granted and stockholder approval will be sought for certain changes as required by applicable law.


25


Participation in 2018 ESPP

Arlo employees have participated into NETGEAR’s ESPP in 2018 and completed their participation by the end of the second quarter of fiscal 2018. Shares were purchased under the 2018 ESPP by Arlo employees beginning in 2019, as the program was suspended until the completion of the spin-off.

Participation in Arlo’s 2018 ESPP is voluntary and dependent on each eligible employee’s election to participate and his or her determination as to the level of payroll deductions. An eligible employee can participate in the 2018 ESPP by completing a subscription agreement authorizing payroll deductions and filing it with our payroll office prior to the applicable offering date.

Director Compensation

Under our non-employee director compensation policy (the "Director Compensation Policy"), which was adopted in August 2018 and amended in October 2018, our non-employee directors are entitled to receive the following compensation components, subject to the terms of the Cooperation Agreement noted below which reduced non-employee director compensation during the term of the Cooperation Agreement.

Cash Retainer. Our non-employee directors are entitled to receive a $40,000 annual retainer. The Chair of the Board and members and Chairs of each committee of the Board also receive the additional annual retainers described below:

Chair. The Chair of the Board will receive an additional annual retainer of $50,000.

Audit Committee. Each member (including the Chair) of the Audit Committee will receive an annual retainer of $10,000, and the Chair will receive an additional annual retainer of $12,000.

Compensation Committee. Each member (including the Chair) of the Compensation Committee will receive an annual retainer of $7,500, and the Chair will receive an additional annual retainer of $7,500.

Nominating and Corporate Governance Committee. Each member (including the Chair) of the Nominating and Corporate Governance Committee will receive an annual retainer of $5,000, and the Chair will receive an additional annual retainer of $5,000.

Cybersecurity Committee. Each member (including the Chair) of the Cybersecurity Committee will receive an annual retainer of $10,000, and the Chair will receive an additional annual retainer of $10,000.

Pursuant to the Cooperation Agreement, the Company agreed to reduce all such cash retainers by 20% during the term of the Cooperation Agreement. The Cooperation Agreement became effective in May 2019 and terminated in February 2020.

All retainers will be paid on a quarterly basis following the end of each quarter and be prorated, as needed, for partial service during such period.

Annual Grant. In addition, on an annual basis, each non-employee director who has served on the Board for at least six months at the time of our annual stockholder meeting will be eligible to receive an annual grant of a number of RSUs equal to $180,000 divided by the NYSE closing price of our common stock on the date of the annual stockholder meeting (rounded down to the nearest whole share), which will become fully vested on the date of the following year’s annual stockholder meeting. Pursuant to the Cooperation Agreement, the Company agreed to not issue such annual grants to non-employee directors during the term of the Cooperation Agreement, thus no annual awards were granted in 2019.

Initial RSU Grant. Upon joining the Board, each non-employee director will be eligible to receive an initial grant of RSUs (the "Initial Grant") equal to $360,000 divided by the NYSE closing price of our common stock on the date of

26


grant (rounded down to the nearest whole share), which will vest in three equal annual installments. Pursuant to the Cooperation Agreement, the Company agreed that during the term of the Cooperation Agreement, in lieu of the aforementioned initial RSUs grant, each non-employee director joining the Board will receive an option to purchase 10,000 shares of the Company’s common stock.

Continuing Education. In order to encourage continuing director education, we will also establish a budget for external director education of $7,000 over a two-year period for each director. Directors serving on multiple boards will be encouraged to obtain pro rata reimbursement of their director education expenses from each corporation that they serve. Biennially, we will arrange a continuing education session for the Board, as a whole, to attend in connection with one of its regularly scheduled meetings.

Travel Expenses. Our non-employee directors will be entitled to reimbursement for travel (first-class domestic and business-class international airfare) and other related expenses incurred in connection with their attendance at meetings of our Board and the committees thereof.

2020 Amendment. In April 2020, the Board amended the Director Compensation Policy (the “April 2020 Amendment”). Pursuant to the April 2020 Amendment, the annual cash retainer for general Board service was reduced from $40,000 per year to $32,000 per year (the amount in effect during the term of the Cooperation Agreement), and the Initial Grant was revised to equal the value of the Annual Grant, provided that such Initial Grant will be prorated based on the date that the director is appointed in the calendar year.

The following table details the compensation of our non-employee directors for the 2019 fiscal year.
Name 
 
Fees Earned or Paid in Cash ($) (1)
 
Stock Awards ($)
 
Option Awards Granted ($) (2)
 
Total ($)
Ralph E. Faison
 
$
101,871

 
$

 

 
$
101,871

Jocelyn E. Carter-Miller
 
$
56,354

 
$

 

 
$
56,354

Grady K. Summers
 
$
60,689

 
$

 

 
$
60,689

Mike Pope
 
$
58,088

 
$

 

 
$
58,088

Prashant Aggarwal
 
$
54,187

 
$

 

 
$
54,187

Amy M. Rothstein
 
$
21,173

 
$

 
25,880

 
$
47,053

________________________
(1)  
Our non-employee director compensation policy was adopted in August 2018 and amended in October 2018 and April 2020. As discussed above, the fees were reduced by 20% during the term of the Cooperation Agreement. The fees earned by our non-employee directors in 2019 represent the annual cash retainers discussed above, a portion of which were paid in 2020.

(2)  
The amounts included in the “Option Awards Granted” column represent the full grant date value of options granted in 2019 calculated utilizing the provisions of the authoritative guidance for stock compensation FASB ASC718 (without regards to estimates for forfeitures). For a discussion of the valuation assumptions, see Note 13 on the Form 10-K for the year ended December 31, 2019 included in our Annual Report.


27


Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the ownership of the Company’s common stock as of March 5, 2020 by: (i) each director; (ii) each of our named executive officers; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than 5% of its common stock.

The following table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 77,359,466 shares outstanding on March 5, 2020, adjusted as required by rules promulgated by the SEC. Unless otherwise indicated, the address for the following stockholders is: c/o Arlo Technologies, Inc., 3030 Orchard Parkway, San Jose, California 95134.
 
 
Beneficial Ownership
Name of Beneficial Owner
 
Number of Shares of Common Stock Beneficially Owned
 
Number of Shares Underlying Equity Awards Beneficially Owned
 (5)
 
Total Shares Beneficially Owned
 
Percentage of Total Shares Beneficially Owned
Greater than 5% stockholders
 
 
 
 
 
 
 
 
BlackRock, Inc.(1)
 
11,926,002

 

 
11,926,002

 
15.4%
FMR LLC(2)
 
8,142,050

 

 
8,142,050

 
10.5%
PRIMECAP Management Company(3)
 
4,937,340

 

 
4,937,340

 
6.4%
Vanguard Group, Inc.(4)
 
4,783,546

 

 
4,783,546

 
6.2%
Directors and Named Executive Officers
 
 
 
 
 
 
 
 
Matthew McRae
 
134,523

 
25,828

 
160,351

 
*
Jocelyn E. Carter-Miller
 
35,093

 

 
35,093

 
*
Ralph E. Faison
 
170,077

 

 
170,077

 
*
Grady K. Summers
 
46,317

 

 
46,317

 
*
Mike Pope
 
9,463

 

 
9,463

 
*
Prashant Aggarwal
 
9,463

 

 
9,463

 
*
Amy Rothstein
 

 

 

 
*
Christine M. Gorjanc
 
113,561

 
269,795

 
383,356

 
*
Brian Busse
 
14,977

 
23,983

 
38,960

 
*
Patrick J. Collins III
 
43,551

 

 
43,551

 
*
All current executive officers and directors as a group (9 persons)
 
572,743

 
319,606

 
892,349

 
1.1%
________________________
*
Less than one percent.

(1) 
Information regarding BlackRock, Inc. (“BlackRock”) is based solely on a Schedule 13G filed by BlackRock with the SEC on February 4, 2020. BlackRock’s address is 55 East 52nd Street, New York, NY 10055. The Schedule 13G indicates that BlackRock has sole voting power with respect to 11,765,841 shares of common stock and sole dispositive power with respect to all of its shares of common stock.

(2) 
Information regarding FMR LLC (“FMR”) is based solely on a Schedule 13G/A filed by FMR with the SEC on February 7, 2020. FMR’s address is 245 Summer Street, Boston, Massachusetts 02210. The Schedule 13G/A

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indicates that FMR has sole voting power with respect to 3,220,660 shares of common stock and sole dispositive power with respect to all of its shares of common stock.

(3) 
Information regarding PRIMECAP Management Company (“PMC”) is based solely on a Schedule 13G filed by PMC with the SEC on February 12, 2020. PMC’s address is 177 E. Colorado Blvd., 11th Floor, Pasadena, California 91105. The Schedule 13G indicates that PMC has sole voting power with respect to 4,536,570 shares of common stock and sole dispositive power with respect to all of its shares of common stock.

(4) 
Information regarding Vanguard Group, Inc. (“Vanguard”) is based solely on a Schedule 13G filed by Vanguard with the SEC on February 11, 2020. PMC’s address is 100 Vanguard Blvd, Malvern, PA 19355. The Schedule 13G indicates that Vanguard has sole voting power with respect to71,178 shares of common stock and sole dispositive power with respect to 4,707,584 its shares of common stock.

(5) 
The SEC deems a person to have beneficial ownership of all shares that he or she has the right to acquire within 60 days. The shares indicated represent shares underlying stock options exercisable and the restricted stock units vesting within 60 days of March 5, 2020.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2019.
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
 
Weighted average exercise price of outstanding options, warrants and rights
 (b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a))
 (c) (1)
Equity compensation plans approved by security holders
 
13,890,734

(2) 
$
11.56

 
4,105,713

Equity compensation plans not approved by security holders
 

 
$

 

Total
 
13,890,734

 
$
11.56

 
4,105,713

_____________________________
(1) 
Includes 2,629,863 shares available for future issuance under the 2018 Plan and 1,475,850 shares available for future issuance under our 2018 Employee Stock Purchase Plan (the “2018 ESPP”).

(2) 
Includes shares subject to outstanding restricted stock units, which restricted stock units do not carry an exercise price. Accordingly, the weighted average exercise price of outstanding options, warrants and rights (column (b)) excludes the grant of restricted stock units.



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Item 13.
Certain Relationships and Related Transactions, and Director Independence

Below we describe transactions since January 1, 2018 to which we were or will be a participant and in which the amounts involved exceeded or will exceed $120,000, and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.

Relationship with NETGEAR

Prior to the consummation of our initial public offering in August 2018, we operated as an operating segment of NETGEAR. On December 31, 2018, NETGEAR completed the spin-off of our company by means of a special stock dividend of 62,500,000 shares of our common stock that had been owned by NETGEAR to NETGEAR stockholders of record as of the close of business on December 17, 2018. The distribution of the special stock dividend was made on December 31, 2018. Prior to the Distribution, NETGEAR owned approximately 84.2% of the outstanding shares of our common stock. Following the completion of the Distribution, NETGEAR no longer owns any shares of our common stock and is no longer considered a related party.

Arlo and NETGEAR have entered into certain agreements to effect the separation of our business from NETGEAR, provide a framework for our relationship with NETGEAR after the separation and provide for the allocation between us and NETGEAR of NETGEAR’s assets, employees, liabilities and obligations (including its investments, property and employee benefits assets and liabilities) attributable to periods prior to, at and after our separation from NETGEAR.

The material terms of each of these agreements are summarized below. These summaries are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits to the Annual Report. When used in this section, “separation date” refers to the date on which NETGEAR contributed the Arlo business to us.

Master Separation Agreement

On August 2, 2018, we entered into the Master Separation Agreement with NETGEAR (the “Master Separation Agreement”), which sets forth the agreements between us and NETGEAR regarding the principal corporate transactions required to effect our separation from NETGEAR, our initial public offering, and the Distribution, and other agreements governing the relationship between NETGEAR and us.

The Separation

The Master Separation Agreement identifies assets to be transferred, liabilities to be assumed and contracts to be assigned to each of us and NETGEAR as part of the separation of NETGEAR into two companies, and provides for when and how these transfers, assumptions and assignments will occur. In particular, the Master Separation Agreement provides, among other things, that, subject to certain exceptions and the terms and conditions contained therein:

the assets exclusively related to the businesses and operations of NETGEAR’s Arlo business as well as certain other assets mutually agreed upon by NETGEAR and Arlo, which we collectively refer to as the “Arlo Assets,” will be transferred to Arlo or one of our subsidiaries;

certain liabilities (including whether accrued, contingent or otherwise) arising out of or resulting from the Arlo Assets, and other liabilities related to the businesses and operations of NETGEAR’s Arlo business, which we collectively refer to as the “Arlo Liabilities,” will be retained by or transferred to us or one of our subsidiaries;

all of the assets and liabilities (including whether accrued, contingent or otherwise) other than the Arlo Assets and Arlo Liabilities (such assets and liabilities, other than the Arlo Assets and the Arlo Liabilities,

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are referred to as the “NETGEAR Assets” and “NETGEAR Liabilities,” respectively) will be retained by or transferred to NETGEAR or one of its subsidiaries; and
 
certain shared contracts will be assigned in part to us or our applicable subsidiaries or be appropriately amended.

Except as may expressly be set forth in the Master Separation Agreement or any other transaction agreements, all assets will be transferred on an “as is,” “where is” basis, and the respective transferees will bear the economic and legal risks that (1) any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, and (2) any necessary consents or governmental approvals are not obtained or that any requirements of laws or judgments are not complied with.

Claims

In general, each party to the Master Separation Agreement assumes liability for all pending, threatened and unasserted legal matters related to its own business or its assumed or retained liabilities and is obligated to indemnify the other party for any liability to the extent arising out of or resulting from such assumed or retained legal matters.

Intercompany Accounts

Pursuant to the Master Separation Agreement, at or prior to the separation from NETGEAR, all intercompany accounts between NETGEAR and its subsidiaries, on the one hand, and Arlo and its subsidiaries, on the other hand, were settled.

Further Assurances

To the extent that any transfers or assignments contemplated by the Master Separation Agreement have not been consummated on or prior to the date of the separation, the parties will agree to cooperate to effect such transfers as promptly as practicable following the date of the separation. In addition, each of the parties will agree to cooperate with the other party and use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Master Separation Agreement and the other transaction agreements.
    
Initial Public Offering
 
The consummation of our initial public offering was subject to the satisfaction (or waiver by NETGEAR in its sole discretion) of certain conditions, each of which was met or validly waived by NETGEAR. We consummated our initial public offering in August 2018.
 
The Distribution

NETGEAR’s obligation to complete the Distribution was subject to several conditions that must be satisfied (or waived by NETGEAR in its sole discretion), each of which was met or validly waived by NETGEAR. On December 31, 2018, NETGEAR announced that it had completed the Distribution.

Releases

The Master Separation Agreement provides that, except as otherwise provided in the Master Separation Agreement or any other transaction agreements, each party will release and forever discharge the other party and its respective subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the separation from NETGEAR. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation, which agreements include, but are not limited to, the

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Master Separation Agreement, the Transition Services Agreement, the Tax Sharing Agreement, and the transfer documents in connection with the separation.

Financial Covenants; Auditors and Audits; Annual Financial Statements and Accounting

We agreed that, while NETGEAR was required to consolidate our results of operations and financial position or account for its investment in our company under the equity method of accounting, we would comply with certain financial covenants.

Intellectual Property Matters

We and NETGEAR continued collaborating on certain technology projects during the period between August 2018 and December 2018, which resulted in the creation of new intellectual property rights. At the end of this collaboration period, we met and determined in good faith what newly created intellectual property rights owned by each party arose from the collaboration, and such newly created intellectual property rights will be licensed under the license agreement.

Indemnification

In addition, the Master Separation Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of NETGEAR’s business with NETGEAR. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and their respective officers, directors, employees and agents (collectively, the “indemnified parties”) for any losses arising out of or otherwise in connection with:

the liabilities that each such party assumed or retained pursuant to the master separation agreement (which, in our case, would include the Arlo Liabilities and, in the case of NETGEAR, would include the NETGEAR Liabilities) and the other transaction agreements;

the failure of NETGEAR or us to pay, perform or otherwise promptly discharge any of the NETGEAR Liabilities or the Arlo Liabilities, respectively, in accordance with their terms, whether prior to, at or after the separation;

any breach by such party of the master separation agreement or the other transaction agreements (other than the intellectual property rights cross-license agreement, which specifies the parties’ obligations therein); and

except to the extent relating to an Arlo Liability, in the case of NETGEAR, or a NETGEAR Liability, in our case, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement or arrangement for the benefit of NETGEAR or us, respectively.

We will also indemnify, defend and hold harmless the NETGEAR indemnified parties for any losses arising out of or otherwise in connection with any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information (1) contained in our registration statement on Form S-1 (File No. 333-226088), or any prospectus (other than information provided by NETGEAR to us specifically for inclusion in our registration statement on Form S-1 (File No. 333-226088), or any prospectus), (2) contained in any of our public filings with the SEC, or (3) provided by us to NETGEAR specifically for inclusion in NETGEAR’s annual or quarterly or current reports following our initial public offering to the extent (A) such information pertains to us or the Arlo business or (B) NETGEAR has provided prior written notice to us that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports (except, in the case of clause (B), for liabilities arising out of or resulting from, or in connection with, any action or inaction of any member of NETGEAR, including as a result of any misstatement or omission of any information by NETGEAR to us).

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NETGEAR will also indemnify, defend and hold harmless the Arlo indemnified parties for any losses arising out of or otherwise in connection with any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information (1) contained in our registration statement on Form S-1 (File No. 333-226088), or any prospectus provided by NETGEAR specifically for inclusion therein to the extent such information pertains to (A) NETGEAR or (B) NETGEAR’s business (for the avoidance of doubt, other than the Arlo business) or (2) provided by NETGEAR to us specifically for inclusion in our annual or quarterly or current reports following our initial public offering to the extent (A) such information pertains to (x) NETGEAR or (y) NETGEAR’s business (for the avoidance of doubt, other than the Arlo business) or (B) we have provided written notice to NETGEAR that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports (except, in the case of clause (B), for liabilities arising out of or resulting from, or in connection with, any action or inaction of ours, including as a result of any misstatement or omission of any information by us to NETGEAR.

The Master Separation Agreement also specifies procedures with respect to claims subject to indemnification and related matters.

Other Provisions

The Master Separation Agreement also governs the provision and retention of records, access to information, confidentiality, cooperation with respect to governmental filings and third-party consents and insurance.

Termination

The Master Separation Agreement may be terminated by NETGEAR. The Master Separation Agreement provides that, in the event of a termination of the Master Separation Agreement on or after the completion of our initial public offering, (1) only the provisions of the Master Separation Agreement that obligate the parties to pursue the distribution will terminate and (2) the other provisions of the Master Separation Agreement and the other transaction agreements that NETGEAR and we enter into will remain in full force and effect.

Transition Services Agreement

In August 2018, we entered into a Transition Services Agreement with NETGEAR (the “Transition Services Agreement”) pursuant to which NETGEAR provides us, and we provide NETGEAR, with specified services for a limited time to help ensure an orderly transition following the separation. The Transition Services Agreement specifies the calculation of our costs for these services. The cost of these services will be negotiated between us and NETGEAR.

In general, the services began in August 2018 and will cover a period generally not expected to exceed 12 months following the Distribution. We and NETGEAR have agreed to perform our respective services with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of us or NETGEAR, as applicable, prior to the separation or, if not so previously provided, then substantially similar to those which are applicable to similar services provided to the affiliates or other business components of us or NETGEAR, as applicable.

The Transition Services Agreement generally provides that the applicable service recipient indemnifies the applicable service provider for liabilities that such service provider incurs arising from the provision of services other than liabilities arising from such service provider’s gross negligence, bad faith or willful misconduct or material breach of the transition services agreement, and that the applicable service provider indemnifies the applicable service recipient for liabilities that such service recipient incurs arising from such service provider’s gross negligence, bad faith or willful misconduct or material breach of the transition services agreement.

Tax Matters Agreement


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In August 2018, we entered into a Tax Matters Agreement with NETGEAR (the “Tax Matters Agreement”) that governs our respective rights, responsibilities and obligations with respect to tax matters (including responsibility for taxes attributable to us and our subsidiaries, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other matters).


We agree in the Tax Matters Agreement to be responsible for and to indemnify NETGEAR for: (i) all income taxes imposed with respect to any consolidated, combined, or unitary tax return of NETGEAR or any of its subsidiaries that includes us or any of our subsidiaries to the extent attributable to us or any of our subsidiaries, as determined under the tax matters agreement, and (ii) all taxes imposed with respect to any of our subsidiaries’ consolidated, combined, unitary, or separate tax returns, in each case, for any taxable period (or portion thereof) beginning after July 2, 2018.

The Tax Matters Agreement provides special rules that allocate tax liabilities in the event the Distribution, together with certain related transactions, fails to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. We agree that each party will be responsible for any taxes and related amounts imposed on us or NETGEAR as a result of the failure to so qualify, to the extent that the failure to so qualify is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by that party in the tax matters agreement.

In addition, we agree that we and our subsidiaries will be subject to certain restrictions during the two-year period following the Distribution that are intended to prevent the Distribution, together with certain related transactions, from failing to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. Specifically, during such period, except in specific circumstances or unless NETGEAR waives our obligation to comply with such restrictions, we expect that we and our subsidiaries will generally be prohibited from: (i) ceasing to conduct certain businesses, (ii) entering into certain transactions or series of transactions pursuant to which all or a portion of our common stock would be acquired or all or a portion of certain of our and our subsidiaries’ assets would be acquired, (iii) liquidating, merging or consolidating with any other person, (iv) issuing equity securities beyond certain thresholds, (v) repurchasing our stock other than in certain open-market transactions or (vi) taking or failing to take any other action that would cause the distribution, together with certain related transactions, to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 and 368(a)(1)(D) of the Code.

Employee Matters Agreement

In August 2018, we entered into an Employee Matters Agreement with NETGEAR that addresses employment, compensation and benefits matters, including the allocation and treatment of assets and liabilities relating to employees and compensation and benefit plans and programs in which our employees participated in prior to the Distribution, as well as other human resources, employment and employee benefit matters.

The Employee Matters Agreement generally provides, unless otherwise specified, that following July 2, 2018: (1) NETGEAR will be responsible for liabilities associated with employees employed by NETGEAR on and following July 2, 2018 and all former employees of NETGEAR (including former employees of the Arlo business) who terminated employment prior to July 2, 2018 and (2) Arlo will be responsible for liabilities associated with employees employed by Arlo on and following July 2, 2018 and all former employees of Arlo who terminate employment on or following July 2, 2018. Between July 2, 2018 and the date of the Distribution, Arlo employees continued to participate in the NETGEAR health, welfare and retirement benefit plans and the cost of the participation of Arlo employees in such plans will be borne by Arlo.

Generally, subject to limited exceptions, following the effective time of the Distribution Arlo employees participate in Arlo’s health, welfare and retirement plans and Arlo is responsible for all liabilities relating to such plans.

The Employee Matters Agreement also describes how NETGEAR equity-based compensation awards were adjusted in connection with the Distribution.


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Intellectual Property Rights Cross-License Agreement

In August 2018, we entered into an Intellectual Property Rights Cross-License Agreement with NETGEAR (the “Cross-License Agreement”), which governs our and NETGEAR’s respective rights, responsibilities and obligations with respect to certain patents, copyrights, trade secret and intellectual property rights (other than trademarks).

Pursuant to the Cross-License Agreement, NETGEAR and Arlo, as the case may be (in such capacity, a “licensor”), granted the other party and its subsidiaries (in such capacity, the “licensee”), subject to certain limitations with respect to patents and certain core software described below, a non-exclusive, royalty free, irrevocable, worldwide license to licensor’s intellectual property rights to permit the licensee to continue the current and future operation of the licensee’s business, including to make, sell and otherwise produce and commercialize its products. The license to the licensor’s intellectual property rights (other than to patents and core software) may be sub-licensed to third parties by the licensee in the ordinary course of licensee’s business.

Our license to NETGEAR and its subsidiaries includes a license to all of our patents and patents arising from our applications that exist at the time of the separation, and NETGEAR’s license to us includes a license to any NETGEAR patent practiced by our business or products and any patent arising from a NETGEAR application related to our business or products as of the time of the separation. The license to a licensor’s patents includes a limitation that the licensee may not sub-license its license to third parties. The license to certain identified software of each party which is core to such party’s products (“core software”) includes the limitation that the licensee may not redistribute or sub-license the source code for such core software to a third party.

The Cross-License Agreement is transferable by a party in a change of control, provided that the licenses to patents and the core software will not extend to the acquiring party’s products or services.

All licenses granted to a licensee extend to any entity that is a subsidiary of the licensee for so long as such entity is a subsidiary. If a subsidiary that is actively engaged in a line of business ceases to be a subsidiary of the licensee (NETGEAR or Arlo, as the case may be), such entity may retain the licenses granted to it, but only with respect to the line of business in which it is engaged at the effective time of it ceasing to be a subsidiary, and provided that such entity and its acquiror (in the event it ceases to be a subsidiary as a result of being acquired by a third party), agree in writing to be bound by the terms of the intellectual property rights cross-license agreement. If the entity is acquired by a third party, the sub-license will not extend to the acquiror’s products, business or operations.
 
The licenses are granted by the licensor on an as-is basis and without any warranty. The Cross-License Agreement also provides that each party, in its capacity as a licensee, will indemnify the other party, in its capacity as a licensor, and its directors, officers, agents, successors and subsidiaries against any losses suffered by such indemnified party as a result of the indemnifying party’s practice of the intellectual property licensed to such indemnifying party under the intellectual property rights cross-license agreement.

Registration Rights Agreement

In August 2018, we entered into a Registration Rights Agreement with NETGEAR (the “Registration Rights Agreement”), containing customary representations, warranties and covenants, pursuant to which we granted NETGEAR and its affiliates certain registration rights with respect to our common stock owned by them. We refer to these shares as “registrable securities,” and we refer to the holders of these registrable securities as “holders.”

The Registration Rights Agreement provides that each holder is entitled to unlimited piggyback registration rights with respect to its registrable securities, such that each holder can include its registrable securities in registration statements filed by us, including registration effected by us for security holders other than holders, subject to certain limitations. The Registration Rights Agreement also grants NETGEAR and its subsidiaries that hold registrable securities demand registration rights requiring that we register registrable securities held by holders and take all actions reasonably necessary or desirable to expedite or facilitate the disposition of registrable securities. NETGEAR and its subsidiaries that hold registrable securities may request up to two registrations in any 12-month period, subject to certain limitations.

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Our obligation to effect demand registration rights will not be relieved to the extent we effect piggyback registration rights.

We will pay the costs incident to our compliance with the registration rights agreement but the holders will pay for any underwriting discounts or commissions or transfer taxes associated with all such registrations.

Pursuant to the Registration Rights Agreement, we will indemnify NETGEAR and its subsidiaries that hold registrable securities (and their directors, officers, agents and, if applicable, each other person who controls such holder under Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) registering shares pursuant to the Registration Rights Agreement) against certain losses, expenses and liabilities under the Securities Act, common law or otherwise. Holders will similarly indemnify us but such indemnification will be limited to an amount equal to the net proceeds received by such holder under the sale of registrable securities giving rise to the indemnification obligation.

Employment Arrangements

We currently have written confirmatory employment letters with our executive officers. For information about our employment agreements with our named executive officers, refer to “Executive Compensation - Agreements with our Named Executive Officers.”

Equity Awards Granted to Executive Officers and Directors

We have granted stock options and RSUs to our executive officers and directors.  For information about our stock option and RSU awards to our named executive officers and our directors, refer to “Executive Compensation-Outstanding Equity Awards at Fiscal Year-End” and “Executive Compensation-Non-Employee Director Compensation.”

Indemnification Agreements

We have entered, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amended and restated certificate of incorporation and amended and restated bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request. We believe that these provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.


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Policies and Procedures for Related Person Transactions

We have a general policy that all material transactions with a related party, as well as all material transactions in which there is an actual, or in some cases, perceived, conflict of interest, will be subject to prior review and approval by our Audit Committee and its independent members, who will determine whether such transactions or proposals are fair and reasonable to our company and our stockholders. In general, potential related-party transactions will be identified by our management and discussed with our Audit Committee at its meetings. Detailed proposals, including, where applicable, financial and legal analyses, alternatives and management recommendations, will be provided to our Audit Committee with respect to each issue under consideration, and decisions will be made by our Audit Committee with respect to the foregoing related-party transactions after opportunity for discussion and review of materials. When applicable, our Audit Committee will request further information and, from time to time, will request guidance or confirmation from internal or external counsel or auditors.

As of December 31, 2019, NETGEAR was no longer considered to be a related party to Arlo.


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Item 14.
Principal Accounting Fees and Services

The following table represents aggregate professional services fees billed by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2019 and 2018:

 
 
2019
 
2018
Audit Fees 
 
$
2,315,730

 
$
3,836,592

Tax Fees
 
101,635

 
19,797

All Other Fees
 
900

 
900

  Total Fees
 
$
2,418,265

 
$
3,857,289


Audit Fees. Consist of fees billed for professional services by PricewaterhouseCoopers LLP for audit and quarterly review of our financial statements and review of our registration statement for our IPO in 2018, and related services that are normally provided in connection with statutory and regulatory filings or engagements. In 2018, a total of $1,120,000 audit fees were billed and paid by NETGEAR on behalf of our company as part of the Master Separation Agreement in connection with our registration statement for our IPO.

Tax Fees. Consists of fees billed for professional services including assistance regarding federal, state and international tax compliance and related services, as well as professional services for tax advice and tax planning.

All Other Fees. Consists of fees billed for use of an online disclosure checklist and accounting research tool provided by PricewaterhouseCoopers LLP.

Prior to the IPO, all fees were pre-approved by the Audit Committee of NETGEAR and after the IPO, all fees described above were pre-approved by our Audit Committee.

Pre-Approval Policies and Procedures

Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, PricewaterhouseCoopers LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of our Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of our Audit Committee members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

Our Audit Committee has determined that the rendering of services other than audit services by PricewaterhouseCoopers LLP is compatible with maintaining the principal accountant’s independence.



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PART IV

Item 15.
Exhibits and Financial Statement Schedules

(b) Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this report:


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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 29th day of April 2020.

 
ARLO TECHNOLOGIES, INC.
Registrant
 
 
 
/s/ MATTHEW MCRAE
Matthew McRae
Chief Executive Officer
(Principal Executive Officer)
 
 
 
/s/ CHRISTINE M. GORJANC
Christine M. Gorjanc
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: April 29, 2020



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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Amendment No.1 to the Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature
 
Title
 
Date
 
 
 
 
 
/s/ MATTHEW MCRAE
  
Chief Executive Officer
 
April 29, 2020
Matthew McRae
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ CHRISTINE M. GORJANC
  
Chief Financial Officer
 
April 29, 2020
Christine M. Gorjanc
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
/s/ PRASHANT AGGARWAL *
 
Director
 
April 29, 2020
Prashant Aggarwal
 
 
 
 
 
 
 
 
 
/s/ JOCELYN E. CARTER-MILLER *
  
Director
 
April 29, 2020
Jocelyn E. Carter-Miller
 
 
 
 
 
 
 
 
 
/s/ RALPH E. FAISON *
  
Director
 
April 29, 2020
Ralph E. Faison
 
 
 
 
 
 
 
 
 
/s/ MICHAEL W. POPE *
  
Director
 
April 29, 2020
Michael W. Pope
 
 
 
 
 
 
 
 
 
/s/ GRADY K. SUMMERS *
 
Director
 
April 29, 2020
Grady K. Summers
 
 
 
 
 
 
 
 
 
/s/ AMY ROTHSTEIN *
 
Director
 
April 29, 2020
Amy Rothstein
 
 
 
 



*Pursuant to Power of Attorney
 
 
 
 
 
 
 
 
 
BY: /s/ MATTHEW MCRAE
  
 
 
 
Matthew McRae, as attorney in fact
 
 
 
 






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