| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Operating Officer Appointment
On February 29, 2024, Arlo Technologies, Inc. (“Company”) announced that the Compensation and Human Capital Committee (“Committee”) of the Board of Directors (“Board”) of the Company had, on February 2, 2024, approved the appointment of Kurt Binder as the Company’s Chief Operating Officer, effective as of February 28, 2024 (“Start Date”). Mr. Binder’s Chief Operating Officer duties will be in addition to his current role as the Company’s Chief Financial Officer that began on September 26, 2022.
Mr. Binder, 53, previously served 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 Operating Officer, Mr. Binder was granted an equity award pursuant to the Company’s 2018 Equity Incentive Plan (“2018 EIP”) comprised of 600,000 performance-vesting RSUs (“PSUs”). The PSUs are eligible to vest in three equal installments based on the extent to which the Company achieves incremental 1, 2 and/or 3 million Cumulative Paid Subscribers (as defined below) over the Cumulative Paid Subscribers as measured from audited year-end 2023 financial statements. Each Cumulative Paid Subscriber level must be reached on or before the fifth anniversary of the PSU grant date, and upon achievement of the requisite number of Cumulative Paid Subscribers, the corresponding PSUs will be fully vested. “Cumulative Paid Subscribers” shall mean on a cumulative basis ordinary course paid subscription accounts generated by the Company which collectively are expected to generate at least a blended 60% margin (or such lesser percentage as determined in the sole discretion of the Board, the Committee or their designee), as reasonably determined in the sole discretion of the Board, the Committee or their designee.
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.
The Company elected to delay the filing of the disclosure of the appointment of Mr. Binder as Chief Operating Officer until the public announcement of his appointment in accordance with the instruction to paragraph (c) of Item 5.02(c) of Form 8-K.