SEC Form DEF 14A filed by Arlo Technologies Inc.

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

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Filed by a Party other than the Registrant  ☐

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(Name of person(s) filing proxy statement, if other than the registrant)

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April 24, 2026

We are pleased to invite you to participate in our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on Thursday, June 18, 2026 at 9:30 a.m., Pacific Time. You can participate in and vote at our Annual Meeting by visiting http://www.virtualshareholdermeeting.com/ARLO2026 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), voting instruction form, or proxy card.

Further details regarding participation in the Annual Meeting and the business to be conducted are described in the Notice you received in the mail and in this proxy statement. We have also made available a copy of our 2025 Annual Report to Stockholders (the “Annual Report”) with this proxy statement. We encourage you to read our Annual Report. It includes our audited consolidated financial statements and provides information about our business.

We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information, and believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting. If you want more information, please see the Questions and Answers section of this proxy statement.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.

Thank you for your ongoing support of, and continued interest in, Arlo.

Sincerely,

Carlsbad, California

April 24, 2026

By Order of the Board of Directors,

Carlsbad, California

April 24, 2026

You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting online, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote if you attend the meeting online. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

 

2025 was another exceptional year as we accelerated the growth of our subscriptions and services business which drove outstanding results across all of our key metrics. Strong market demand, increased subscriptions, higher average revenue per user, and record gross margins are fueling Arlo’s outstanding results as we continue to progress towards achieving our long-range targets. Our key GAAP and non-GAAP financial metrics are as follows:

The management team’s successful execution of its transformation strategy resulted in Arlo developing a reputation for operational excellence and financial discipline. Consistently meeting and exceeding our operational targets generated a significant boost to Arlo’s financial outlook and resulted in total shareholder return (“TSR”) of nearly 300% since 2022, which significantly outperformed both the S&P 600 IT and Russell 2000 benchmark indices. The following graph shows a comparison from the last trading day of 2022 through December 31, 2025 of cumulative total return for Arlo’s stock price and the S&P 600 IT Index and Russell 2000 Index with the assumption that $100 was invested in Arlo common stock at the closing price of $3.51 on the last trading day of 2022.

 

We are committed to following good corporate governance practices. These practices provide an important framework within which our Board and management can pursue our strategic objectives for the benefit of all our stakeholders.

We recognize the importance of continuous and transparent communication with our stockholders. Each year, we actively engage with a significant portion of our stockholder base to discuss a variety of topics, including business strategy, financial and operational performance, executive compensation, and corporate governance. These efforts are led by our Investor Relations team and supported by members of our management team and, when appropriate, the Chair of our Compensation and Human Capital Committee. In 2025, we conducted outreach with investors representing approximately 70% of shares outstanding at the end of the fiscal year, including roughly two-thirds of our top 30 stockholders. Our iterative process for engaging with stockholders on governance topics and annual meeting proposals is summarized below:

 

Through these discussions, we received valuable input from our stockholders that informs our evaluation of key initiatives, including business strategy, corporate governance and community impact. This feedback is shared with the Board of Directors, thoughtfully considered, and, when appropriate, used to guide actions that address stockholder feedback and support meaningful improvements.

Arlo is transforming the ways in which people can protect everything that matters to them with advanced home, business, and personal security services that combine a globally scaled cloud platform, advanced monitoring and analytics capabilities, and award-winning app-controlled devices to create a personalized security ecosystem. Arlo’s deep expertise in cloud services, cutting-edge artificial intelligence (“AI”) and computer vision analytics, wireless connectivity and intuitive user experience design delivers seamless, smart home security for Arlo users that is easy to setup and engage with every day. Our highly secure, cloud-based platform provides users with visibility, insight and a powerful means to help protect and connect in real-time with the people and things that matter most, from any location with a Wi-Fi or a cellular connection – all rooted in a commitment to safeguard privacy for our users and their personal data.

 

Our AI-driven and highly secure cloud-based platform manages approximately 300 million videos recorded per day, across 43 million devices worldwide in order to provide our users real-time visibility, personalized insights and direct access to emergency services for total peace of mind at home, at work or on-the-go.

Our total addressable market consists of individuals and business owners who use smart security service offerings to protect their loved ones and property. Outside of the home, we have seen adoption of our cellular-enabled products in a variety of use cases, such as neighborhood watch, construction site monitoring, wildlife and outdoor trail surveillance and event monitoring. We believe the small business, government and direct home monitoring channels provide growth areas for us in addition to our retail and e-commerce presence. Our Software as a Service (“SaaS”) solution includes Arlo Secure, a subscription service with coverage for unlimited cameras and an enhanced Emergency Response solution, Arlo Total Security, a comprehensive subscription service with professional monitoring and security hardware, Arlo Safe, a personal safety service with panic button accessory, as well as Arlo SmartCloud, a solution that delivers highly efficient and secure cloud services at scale. We believe we are well-positioned to extend our current reach to the broader IoT market both within and beyond the home as we continue to launch new products and services within our smart security platform.

Over the past several years, we have significantly accelerated our subscription-based business through expanded data and application-driven solutions offerings. This transition has been guided by our desire to enhance the customer experience and maximize the value proposition that we provide our customers. By transforming our business model and SaaS solutions portfolio to focus on data-driven insights and the application experience, we offer customers the value and convenience of a consolidated full stack solution, while providing stockholders with the confidence that the majority of our business is generated from a stable, recurring and predictable revenue model. We believe the industry is just beginning the mass-market adoption phase which provides a large runway for growth by efficiently executing on the delivery of smart-security solutions to homes and businesses both through our retail channel partners as well as our strategic partnerships.

Arlo has achieved exceptional growth as a subscription software business in smart security. Our ability to deliver industry-leading results with a lean, focused team demonstrates the critical importance of our talent strategy to our competitive advantage and long-term value creation.

We have built a talent-rich organization with a singular focus on security. Our people strategy is designed to attract and retain exceptional talent who can execute our vision at scale as evidenced by our 2025 achievements. We believe that in a customer-centric organization such as Arlo, the employee experience and the customer experience are directly correlated.

At Arlo, we know that great teams make great products, so we nurture our talent through carefully crafted processes that drive culture and purpose. We have designed a value proposition for our employees that cultivates a growth mindset and continuous improvement culture, empowers bias to action, and strengthens ownership and accountability. We believe that our culture delivers benefits to our overall business performance and long-term value creation.

We believe that talent is a driver of competitive advantage for Arlo. Our talent strategy is our method of linking leadership, talent, and performance to sustain our growth and success. Our leaders demonstrate full ownership of our talent strategy, which provides every employee with a thriving inclusive experience and career, built on continuous improvement. Our talent philosophy is further underpinned by five key principles.

We believe our results demonstrate that by having the right people in the right roles at the right time, we execute with superior performance and deliver stockholder value.

As we continue to develop the Arlo workforce for the future, we translate these principles into action through our performance management, talent development, and reward and compensation strategies. We cultivate a growth mindset across the organization while maintaining bias to action to drive our business outcomes and ensure top talent for our critical roles. We are pioneering leadership development and training at every level at Arlo, ensuring the next generation of our leaders is empowered, accountable, and ready to drive our continued growth.

We take accountability for attracting and retaining exceptionally talented and ethical employees from all backgrounds . We are proud of the culture we have built—one that empowers individuals to act decisively and take responsibility for results that benefit our customers and stakeholders.

We believe that our employee value proposition and talent philosophy are key contributors to our industry-leading employee retention rates. Our culture—grounded in performance, ownership, and continuous improvement—creates an environment where exceptional people choose to build long-term careers. The strength of our retention reflects the direct connection between our people strategy and the value we deliver. We are proud that our retention rates consistently outperform industry benchmarks, validating that our talent philosophy translates into a workplace where top performers thrive, perform and remain engaged over time.

As we continue to shape our employee experience, our talented employees, located throughout the United States, Canada, Australia, Taiwan, India, and Ireland, take ownership and execute together to deliver our world-class end-to-end smart security solutions. We demonstrate accountability for maintaining a strong working relationship with our employees, as evidenced by our regular employee engagement surveys, and we have not experienced any material labor disputes. The employee engagement surveys at Arlo consistently achieve industry-leading participation rates, reflecting the high levels of trust and engagement across our workforce and reinforcing our commitment to ensuring every employee's voice is heard by leadership and that meaningful improvements are made as a result.

It matters to us that each employee’s voice is heard. We believe that when our workplace encourages every employee to take ownership and engage with us in an inclusive environment, we can deliver the best outcomes for our customers. Arlo is proud to be an equal opportunity workplace. We always strive to evaluate all employees and job applicants based on merit, qualifications, and talent, and to draw from a broad candidate pool as we recruit new talent across all levels. We aim to bring together people from all backgrounds and beliefs and strive for a truly healthy, fair, and inclusive working environment.

We host a number of events and days of observance with guest and internal speakers at Arlo. These events provide a platform for dialogue and an opportunity for every employee to learn, discuss, and appreciate differences between colleagues and truly reflect the customers we serve. We foster a highly engaged and energized workplace where everyone is treated with dignity and respect. We believe that employees thrive in a healthy work environment with a strong sense of belonging—one where we build trust, demonstrate accountability, maintain bias to action, and commit to continuous improvement to deliver the best innovations and solutions for our customers.

We seek to provide our employees with compensation that is market-competitive, internally equitable, and performance-based. We recognize that our people are most likely to thrive when they have the resources to meet their needs and the time and support to succeed in their professional and personal lives. To complement this, we offer a wide variety of health and wellness benefits for our employees and invest in tools, classes, programs, and resources that are designed to support continuous improvement in our employees’ individual development.

We take ownership of protecting the health and safety of our employees. We identify potential workplace risks and develop measures to mitigate possible hazards. We support employees with general safety, security and crisis management training, and by putting specific programs in place for those working in potentially high-hazard environments. Through continuous improvement of our safety protocols, we hold ourselves accountable for maintaining a secure workplace.

We believe that open and honest dialogue among team members, managers and leaders helps to create a work environment where employees from every function can take ownership, drive continuous improvement, and succeed. All employees are encouraged to approach their managers with questions, feedback or concerns, and our executives are always available to engage with and encourage our teams. We host regular feedback sessions with our CEO and executive team for our employees to discuss business strategy and employee-related matters, demonstrating our commitment to accountability and bias to action. We also conduct employee surveys that gauge employee sentiment in areas like career development, manager performance, benefits, pay, wellness and a number of key employee value proposition pillars that we believe make Arlo a trusted employer of choice.

We believe responsible and sustainable business practices support our long-term success. As a company, we are deeply committed to protecting and supporting our people, our environment, and our communities. We continually seek to improve and enhance our governance programs. This year, we are pleased to share with our stockholders an update on our ESG efforts. While these practices help keep our communities and our environment vibrant and healthy, they also lead us to more efficient, resilient, and profitable business operations and help us to assist our customers in meeting their ESG targets. We believe that being an industry leader is not just about having talented employees or innovative products, but it is also about doing business the right way, every day. That is why our commitment to sound Corporate Social Responsibility (“CSR”), is deeply rooted in all aspects of our business.

The Chair of our Nominating and Corporate Governance Committee provides general oversight of significant ESG practices and initiatives, our Compensation and Human Capital Committee provides oversight of human capital matters and our Cybersecurity and Privacy Committee provides oversight of data privacy matters.

Our ESG practices include:

A more detailed analysis on our approach to ESG is available in our recently published ESG report on our website at https://www.arlo.com/en-us/esg-report.html.

Our Board reflects diverse perspectives, skills, experiences, and backgrounds, that represent the interests of our stakeholders. Our Board members have a broad range of experience in industries such as technology, telecommunications, network security, and finance. Five of our Board members currently have, or have had, experience serving on the boards of directors of other public companies.

The following discusses key skills, attributes, and experiences of the Arlo Board.

The following table provides summary information about our Board, including membership and meeting information for fiscal year 2025 for each of the committees of the Board that existed in fiscal year 2025.

Each of our executive officers serves at the discretion of the Board. The determination as to which of our employees qualify as executive officers was made by the Board in accordance with the rules of the Securities and Exchange Commission (the “SEC”). Biographical information for our executive officers as of the date of this proxy statement is set forth below. The following table identifies our current executive officers, their age, and their respective offices and positions.

Matthew McRae. Matthew McRae has served as our Chief Executive Officer since February 2018 and as a member of our Board since August 2018. For additional information regarding Mr. McRae’s industry experience and education, see below under “Directors Continuing in Office Until the 2027 Annual Meeting.”

Kurtis Binder. Kurtis Binder has served as our Chief Financial Officer since September 2022 and as our Chief Operating Officer since February 2024. From July 2017 to September 2022, Mr. Binder was Executive Vice President and Chief Financial Officer of CalAmp Corp., a provider of telematics devices and software services within the transportation and logistics industry. Prior to his time at CalAmp, Mr. Binder spent more than seven years as the Chief Financial Officer at VIZIO, Inc., a U.S. television and consumer electronics company. Before VIZIO, Mr. Binder was the Chief Accounting Officer for Applied Medical Resources, Inc. and was also an Assurance and Advisory Business Services Partner at Ernst & Young LLP from 1997 to 2009. Mr. Binder has both his BBA and MBA in Accounting/Finance from Loyola University Maryland.

Brian Busse. Brian Busse has served as our General Counsel and Corporate Secretary since July 2018. Previously, Mr. Busse was Vice President Intellectual Property & Litigation at NETGEAR, Inc. (“NETGEAR”) where he was responsible for overseeing 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, motion practice, 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.

The Board adopted corporate governance guidelines to assure that it will have the necessary authority and practices in place to review and evaluate the business operations as needed and to make decisions that are independent of the management. The corporate governance guidelines are also intended to align the interests of directors and management with those of the stockholders. The corporate governance guidelines set forth the practices the Board intends to follow with respect to board composition and selection including skills and experience, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The corporate governance guidelines include a Majority Voting in Uncontested Elections Policy pursuant to which any nominee for director is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee if such nominee for director (in an uncontested election) receives a greater number of “Withhold” votes than votes “For” such election. In such case, the Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating and Corporate Governance Committee’s recommendation. Promptly following the Board’s decision, we would disclose that decision and an explanation of such decision in a filing with the SEC or a press release.

The corporate governance guidelines, as well as the charters for each committee of the Board, may be viewed on the “Investor Relations” section of the website at www.arlo.com. The information on the website is not incorporated by reference into this proxy statement or our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”).

As required under the New York Stock Exchange (the “NYSE”) listing standards, a majority of the members of a listed board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Our Board consults with our legal counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NYSE, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her or their family members, and the senior management and independent auditors, the Board has affirmatively determined that the following six directors are independent directors under the applicable rules of the NYSE: Messrs. Faison, Aggarwal and Summers and Mses. Carter-Miller, Fallon and Rothstein. In making this determination, the Board found that none of our directors had a material or other disqualifying relationship with the Company. Mr. McRae is not considered independent because he is an executive officer of the Company.

The Nominating and Corporate Governance Committee manages an annual evaluation of the performance of the full Board and its Committees and reports on such evaluation to the Board. It is also responsible for establishing the evaluation criteria and implementing the process for such evaluation. The evaluation includes an assessment of each Committee’s compliance with the principles set forth in their respective charter, as well as recommendations for improving the Board’s and each Committee’s effectiveness in serving the best interests of Arlo and its stockholders, specific areas in which the Board and management believe that the performance of the Board and its Committees could be improved, and overall Board composition and makeup.

The Nominating and Corporate Governance Committee also oversees continuing education for directors. We sponsor, or make available, a number of educational programs including, but not limited to, accredited directors’ programs, Board education seminars, technical summits and product reviews. Board members meet the continuing education requirements of any applicable regulatory agencies.

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. The Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Nominating and Corporate

Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, and also reviews and reports to the Board on ESG matters expected to have a significant impact on the Company’s performance, business, and reputation. The Compensation and Human Capital Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Cybersecurity and Privacy Committee has the responsibility to oversee risks related to our information technology systems and processes, including privacy, network security and data security. The Strategic and Capital Allocation Committee reviews management’s strategic priorities and independently assesses market conditions and opportunities.

Typically, the applicable Board committees meet at least annually with the employees responsible for risk management in the committees’ respective areas of oversight. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible.

The Board met four times (including regularly scheduled and special meetings) and acted by unanimous written consent four times during 2025. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served in 2025 during the period in which they served on our Board or the respective committees of our Board.

The Board has adopted an Insider Trading Compliance Program that prohibits the executive officers, all other employees and non-employee directors as well as their family members from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to Arlo stock. In addition, this prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding securities or pledging securities as collateral for loans or otherwise. We have appointed Brian Busse, the General Counsel and Corporate Secretary, as the Insider Trading Compliance Officer. In such capacity, Mr. Busse is generally responsible for the administration of our Insider Trading Compliance Program.

The Insider Trading Compliance Program may be viewed on the “Investor Relations” section of the website at www.arlo.com. The information on the website is not incorporated by reference into this proxy statement or our Annual Report.

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 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 from certain reporting persons that no other reports were required, during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

From time to time, we enter into transactions with entities 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.

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

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.

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 us 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.

The Board has adopted a code of business conduct and ethics (“Code of Ethics”) which applies to all of our directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics is available upon written request to the General Counsel and is located on the “Investor Relations” section of the website at www.arlo.com. If we amend or grant any waiver from a provision of the Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on its website and as required by applicable law. The information on our website is not incorporated by reference into this proxy statement or our Annual Report.

Stockholders or interested parties who wish to communicate with the Board may do so by sending written communications addressed to the Corporate Secretary of Arlo Technologies, Inc., 5770 Fleet Street, Carlsbad, California 92008. These communications will be reviewed by the Corporate Secretary of Arlo who will determine whether the communication is appropriate for presentation to the Board or the relevant director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and hostile communications).

Arlo regularly reviews the Board’s leadership structure and the responsibilities and composition of its standing committees. The structure and composition of Arlo’s Board and its committees are intended to leverage the diverse perspectives of the Board members and promote effective oversight.

The current membership and function of each standing committee is described on the following page.

The Board believes its current leadership structure, in which the roles of Chair and CEO are separated, best serves Arlo’s overall corporate structure and the Board’s ability to carry out its roles and responsibilities on behalf of Arlo’s stockholders, including its oversight of management and corporate governance matters. The Board also believes that the current structure allows our CEO to focus on managing Arlo, while leveraging our independent Chair’s experience to drive accountability at the Board level.

The Board has an independent Chair, Mr. Faison, who has authority to call and preside over the Board meetings, to set meeting agendas and to determine materials to be distributed to the Board, among other things. Accordingly, the Chair has substantial ability to shape the work of the Board. We believe that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we have a separate chair for each committee of the Board. The Chair of each committee is expected to report to the Board from time to time, or whenever so requested by the

Board, on the activities of his or her committee in fulfilling that chair’s responsibilities as detailed in its respective committee charter or specify any shortcomings should that be the case. In addition, we believe that having a separate Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of us and our stockholders. As a result, we believe that having a separate Chair can enhance the effectiveness of the Board as a whole.

The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the rules under the Securities Exchange Act of 1934, as amended (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, the Audit Committee performs several functions, including, among other things:

The Audit Committee is comprised of four directors: Ms. Fallon, who chairs the committee, Mses. Carter-Miller and Rothstein and Mr. Aggarwal.

The Board has adopted a written Audit Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this proxy statement or our Annual Report.

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

The Board has also determined that Ms. Fallon and Mr. Aggarwal qualify as “audit committee financial experts,” as defined in applicable SEC rules. The Board made a qualitative assessment of their level of knowledge and experience based on a number of factors, including their formal education and previous and current experience in financial roles.

The philosophy of the Compensation and Human Capital Committee is to ensure that we use exceptional talent practices relevant to our size and industry and provide compensation to our executive officers in such a manner as to attract and retain the best available personnel for positions of substantial responsibility. The committee aims to oversee our management in its mission of creating a talent rich organization to ensure exceptional leadership, to provide incentives for such persons to perform to the best of their abilities and drive a highly ethical performance culture, and to promote the success of our business by delivering more sustainable returns and driving long-term value creation.

The Compensation and Human Capital Committee is comprised of four directors: Ms. Carter-Miller, who chairs the committee, and Messrs. Faison, Aggarwal and Summers. Our Board has determined that each of the members of our Compensation and Human Capital Committee are independent (as independence is currently defined in the NYSE Listed Company Manual Section 303A.02 as applied to Compensation and Human Capital Committee members), and is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Board has adopted a written Compensation and Human Capital Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this proxy statement or our Annual Report.

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

Typically, the Compensation and Human Capital Committee meets at least quarterly and with greater frequency, if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation and Human Capital Committee, in consultation with management. The Compensation and Human Capital Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation and Human Capital Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation and Human Capital Committee meetings. The Chief Executive Officer does not participate in, and is not present during, any deliberations or determinations of the Compensation and Human Capital Committee regarding his compensation or individual performance objectives. The charter of the Compensation and Human Capital Committee grants the Committee the authority to retain and obtain, at our expense, advice and assistance from a compensation consultant, legal counsel or other advisers that the Committee considers necessary to assist it in the performance of its duties and responsibilities as set forth in the charter of the Compensation and Human Capital Committee. The Compensation and Human Capital Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Committee. Under its charter, the Compensation and Human Capital Committee may form and delegate authority to subcommittees as appropriate, and, to the extent required by SEC and the NYSE rules, this Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and the NYSE, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

The Compensation and Human Capital Committee engaged Pay Governance LLC (“Pay Governance”) as its independent compensation consultant and to assist with reviewing Arlo’s peer group for 2025 compensation decisions. Pay Governance was retained to provide an assessment of our executive and director compensation programs in comparison to executive and director compensation programs at selected publicly-traded peer companies. As part of its engagement, Pay Governance was requested by the Compensation and Human Capital Committee to review its peer group of comparative companies and to perform analyses of compensation levels for that group. Pay Governance provided recommendations on the peer group used to determine appropriate executive compensation recommendations for the Compensation and Human Capital Committee for its consideration.

The Compensation and Human Capital Committee typically holds one or more meetings during the first quarter of the year to discuss and make recommendations to the Board for annual compensation adjustments, annual bonuses, annual equity awards, and new corporate performance objectives. However, the Compensation and Human Capital Committee also considers matters

related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation and Human Capital Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation and Human Capital Committee solicits and considers evaluations and recommendations submitted to the Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation is completed by all other members of the Board and recommendations regarding any adjustments to compensation is discussed with the Chief Executive Officer. As part of its deliberations for all executives and directors, the Compensation and Human Capital Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels, compensation data from comparative companies, compensation surveys and recommendations of any compensation consultant.

As stated above, the Compensation and Human Capital Committee currently consists of Ms. Carter-Miller and Messrs. Faison, Aggarwal and Summers. No member of the Compensation and Human Capital Committee has ever been an officer or employee of Arlo. None of our executive officers currently serves, or has served during the last completed fiscal year, on a Compensation and Human Capital 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 and Human Capital Committee.

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

The Nominating and Corporate Governance Committee is comprised of three directors: Mr. Faison, who chairs the committee, and Mr. Aggarwal and Ms. Rothstein. Each of the members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in the NYSE Listed Company Manual Section 303A.02). The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this proxy statement or our Annual Report. The functions of this committee include, among other things:

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements and the long-term interests of

stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity of skills, experience, and background, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. The Nominating and Corporate Governance Committee takes into account a broad range of considerations when assessing director candidates, including individual backgrounds and skill sets, professional experience and other factors that contribute to our Board having an appropriate range of expertise, talents, experiences and viewpoints, and considers those considerations, in view of the needs of the Board as a whole, when making decisions on director nominations.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NYSE purposes, which determination is based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Committee at the following address: c/o Arlo Technologies, Inc., 5770 Fleet Street, Carlsbad, California 92008, Attn: Corporate Secretary, no later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the preceding year’s annual meeting. Submissions must include the name and address of the stockholder on whose behalf the submission is made; the number of shares that are owned beneficially by such stockholder as of the date of the submission; the full name of the proposed candidate; a description of the proposed candidate’s business experience for at least the previous five years; complete biographical information for the proposed candidate; and a description of the proposed candidate’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

The Cybersecurity and Privacy Committee is comprised of four directors: Mr. Summers, who chairs the committee, Mr. Faison and Mses. Fallon and Rothstein. Each of the members of the Cybersecurity and Privacy Committee are “independent” under the applicable rules of the NYSE. The functions of this committee include, among other things:

The Board has adopted a written Cybersecurity and Privacy Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this proxy statement or our Annual Report.

The Strategic and Capital Allocation Committee is comprised of three directors: Mr. Faison, who chairs the committee, and Mses. Carter-Miller and Rothstein. Each of the members of the Strategic and Capital Allocation Committee are “independent” under the applicable rules of the NYSE. The functions of this committee include, among other things:

The Board has adopted a written Strategic and Capital Allocation Committee charter that is available to stockholders on the “Investor Relations” section of the website at www.arlo.com. The information on our website is not incorporated by reference into this proxy statement or our Annual Report.

The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating and Corporate Governance Committee to believe that the nominee should continue to serve on the Board. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why such member believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

Under our non-employee director compensation policy (the “Director Compensation Policy”), our non-employee directors received the following compensation for the 2025 fiscal year:

Cash Retainer. Our non-employee directors received a $45,000 annual retainer. The Chair of the Board and members and Chairs of each committee of the Board also received the additional annual retainers described below:

All retainers are paid on a quarterly basis on the last day of each quarter and are prorated, as needed, for partial service during such period.

Annual Grant. In addition, on an annual basis, each non-employee director who continues to serve as a non-employee director following each annual meeting of stockholders receives an annual grant of a number of restricted stock units (“RSUs”) equal to $180,000 divided by the NYSE closing price of our common stock on the date of such 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. Under our Director Compensation Policy, our non-employee directors have the ability to defer the settlement of RSUs.

Initial RSU Grant. Upon joining the Board, each non-employee director receives an initial grant of RSUs (the “Initial Grant”) equal to $180,000, with such dollar amount prorated for the date of such initial election or appointment in relation to the date of the previous annual meeting of stockholders, divided by the NYSE closing price of our common stock on the date of grant (rounded down to the nearest whole share), which will become fully vested on the date of the next annual stockholder meeting. Vesting of equity awards held by our non-employee directors will fully accelerate if we are subject to a “change in control” (as defined under our 2018 Equity Incentive Plan (the “2018 Plan”)). Under our Director Compensation Policy, our non-employee directors have the ability to defer the settlement of RSUs. Director compensation is reviewed annually in line with Arlo’s peer group and targeted to the 50th percentile.

Continuing Education. In order to encourage continuing director education, we reimburse certain director education costs up to $7,000 over a two-year period and we provide continuing education sessions for the Board, as a whole, to attend in connection with one of its regularly scheduled meetings.

Travel Expenses. Our non-employee directors are entitled to reimbursement for travel and other related expenses incurred in connection with their attendance at meetings of our Board and the committees thereof.

The following table details the compensation of our non-employee directors for the 2025 fiscal year.

This Compensation Discussion and Analysis section discusses our 2025 compensation policies and programs for our named executive officers, which consist of our principal executive officer, chief financial officer & chief operating officer, and general counsel. We have no executive officers other than our named executive officers.

The objective of our executive compensation program is to attract, retain and motivate experienced and talented executives who can help Arlo to achieve its business objectives and maximize stockholder value. We believe that a significant portion of the compensation paid to our executive officers should be closely aligned with our company performance on both a short-term and long-term basis.

Arlo delivered another year of outstanding financial performance fueled by our subscriptions and services business. Below are some of the highlights for fiscal year 2025 and the percentage change from fiscal year 2024.

We have transformed our business model from a single purchase consumer electronics company to a world-class smart-security subscription services organization with sustainable recurring revenue and industry-leading key performance indicators (“KPIs”). We believe the adoption of this strategy drives the greatest TSR over the long-term. Arlo’s stock price performance since 2022 illustrates that stockholders support management’s strategic decision to undergo the business transformation and recognize that the targeted KPIs and operational metrics Arlo implemented to drive that outcome was the right decision. As a result, we believe that our pay-for-performance strategy is properly aligned with our stockholder value creation and has generated outstanding results.

Consistent with our compensation philosophy, we pay our executives based on performance measures that drive long-term growth and sustained value creation for our stockholders. We link executive compensation and our stockholder interests by structuring a significant portion of our executive officers’ annual target total direct compensation to be both “at-risk” and variable in nature. While we do not determine either “variable” or “fixed” pay for each executive officer with reference to a specific percentage of target total direct compensation, consistent with our pay-for-performance philosophy, we seek generally to emphasize variable pay over fixed pay and equity compensation over cash compensation.

We accelerated the trajectory our subscription business in 2025 which resulted in significant growth in adjusted EBITDA, cumulative paid accounts, and ARR. We ended the year with approximately 5.7 million paid accounts and approximately 12.1 million registered accounts. We are one of five currently public companies that have generated $300 million of ARR in their first six years of operations. We exited the year with tremendous momentum in our subscription business as subscriptions and services revenue represented 63% of total revenue and subscriptions and services gross margin came in at a high level of 84% in the fourth quarter of 2025. Finally, we generated outstanding metrics with our direct retail paid accounts having average revenue per user (“ARPU”) of $15.3, a 94% retail gross margin and retail life-time value (“LTV”) of $917, resulting in world-class LTV to customer acquisition cost (“CAC”) of 4x. Our operational success positions us well to deliver robust financial performance in 2026.

We are proud of our accomplishments to date but are focused on delivering against our long-range goals that we have established for 2030. Our executives have positioned Arlo for future success by continuing to drive platform innovations, introducing ground-breaking AI service offerings and initiating a complete refresh of our portfolio of smart security devices. These initiatives will enable further acceleration of subscriber growth, an opportunity to drive higher ARPU per customer, and allow us to form strategic partnerships with large enterprises in various adjacent markets. With these growth drivers in place, by 2030 we expect to at least

double our paid accounts base, more than double our ARR, and grow adjusted EBITDA margins by over 1000 basis points. We have already experienced significant operational momentum as we achieved the original long-range targets in the second quarter of 2025, a full two years ahead of schedule. That accelerated timeline gives us the confidence that we are ahead of pace to hit our long-range goals for 2030. We expect that as progress is made against these goals, we will generate even more stockholder value to reflect the attainment of these very significant milestones.

 

The 2025 performance-based incentives paid to our named executive officers reflect our strong revenue and significant growth in adjusted EBITDA, cumulative paid accounts, and ARR over the applicable performance periods.

Our 2025 Executive Compensation program consists of a combination of base salary, as well as performance-based short-term, and long-term incentive compensation. The following charts reflect total direct compensation for each of our Chief Executive Officer and our other named executive officers for 2025, which consists of annual base salary earned, performance bonus earned, and equity incentive awards granted during 2025, as reflected in our Summary Compensation Table.

 

We compete in an aggressive and dynamic industry and, as a result, we believe that hiring, motivating, and retaining quality employees, particularly senior managers and sales and technical personnel, are critical factors to our future success. The Compensation and Human Capital Committee ensures that Arlo employs exceptional talent retention practices in line with a carefully selected peer group related to our size and industry. We provide compensation to executive officers in a manner designed to attract and retain the best available personnel for positions of substantial responsibility.

Motivating, rewarding, and retaining the most talented and experienced leadership team is critical to Arlo’s long-term success. We are committed to an effective, market-based executive compensation program that provides incentives for our executives to perform to the best of their abilities in creating long-term value for Arlo. Our approach incorporates sound policies and best practices that promote continuous improvement and ownership at the highest levels of the organization.

We deliver the majority of our named executive officers’ annual compensation through performance-based incentives, which promotes our pay-for-performance philosophy and aligns executive accountability with our strategy of creating long-term value for Arlo’s stockholders. This philosophy has been instrumental in driving our transformation into a successful SaaS company.

Our executive compensation program aims to balance a number of objectives, including attracting and retaining highly qualified executive officers, rewarding individual contributions, collaboration and integrity, supporting employee engagement, and motivating management to achieve our corporate objectives and deliver returns for our stockholders. Our programs are designed to drive short- and long-term performance with clear accountability for results, with the goal of increasing stockholder value over the long term through disciplined execution and focus towards long-term strategy.