Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Financial Officer Transition
On August 22, 2022, Gordon Mattingly informed Arlo Technologies, Inc. (“Company”) of his resignation from the positions of Chief Financial Officer, principal financial officer and principal accounting officer of the Company, to be effective as of September 21, 2022. Mr. Mattingly’s resignation is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On August 22, 2022, the Board of Directors of the Company (the “Board”) appointed Kurt Binder as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, to be effective as of September 26, 2022 (“Start Date”).
Mr. Binder, 52, currently serves as Executive Vice President and Chief Financial Officer of CalAmp Corp., a publicly-held provider of Internet of things software applications, cloud services, data intelligence, and telematics products and services. Prior to joining CalAmp in July 2017, Mr. Binder served as the Chief Financial Officer at VIZIO, Inc., a television and consumer electronics company headquartered in the United States since April 2010. Prior to joining VIZIO, Mr. Binder served as the Chief Accounting Officer for Applied Medical Resources, Inc. since December 2009. Mr. Binder was also employed by Ernst & Young LLP from October 1997 to July 2009 and served as an Assurance and Advisory Business Services Partner. Mr. Binder began his career with Price Waterhouse, and holds a BBA in Accounting and an MBA in Finance, both from Loyola University Maryland.
In connection with his appointment as the Company’s Chief Financial Officer, the Company entered into an Employment Offer Letter (“Offer Letter”) with Mr. Binder, that will become effective on the Start Date. Pursuant to the Offer Letter, Mr. Binder will receive an annual base salary of $500,000 and is eligible to receive an annual target bonus of 70% of his annual base salary. Contingent upon and following the Start Date, Mr. Binder will be granted an inducement award pursuant to the Company’s 2018 Equity Incentive Plan (“2018 EIP”) comprised of (i) 750,000 restricted stock units (“RSUs”) and (ii) 750,000 performance-vesting RSUs (“PSUs”). The RSUs will vest in five equal annual installments during a five-year period beginning on the vesting commencement date. The PSUs are eligible to vest in three equal installments of 250,000 PSUs based on the extent to which the Company achieves 3, 4 and/or 5 million Cumulative Paid Subscribers (as defined below) on or before the fifth anniversary of the PSU grant date. Upon achievement of the requisite number of Cumulative Paid Subscribers, the corresponding PSUs will be fully vested.
Mr. Binder will also be eligible to participate in the Company’s equity compensation plans and employee benefit plans available to other employees of the Company. Mr. Binder will enter into the Company’s standard form of (i) Indemnification Agreement (a copy of which is filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-226088), as amended, filed with the Securities and Exchange Commission on July 23, 2018), and (ii) Change in Control and Severance Agreement for executives (a copy of which is filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K (File No. 001-38618), filed with the Securities and Exchange Commission on August 7, 2018) (“Severance Agreement”).
There is no arrangement or understanding between Mr. Binder and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between Mr. Binder and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Binder has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the Offer Letter is filed herewith as Exhibit 10.1. The above summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.