Amy Rothstein

About Amy Rothstein

Amy Rothstein (age 50) has served as an independent director of Arlo Technologies since 2019. She is Chief Legal Officer and Head of Corporate Development at Nexxen (formerly Tremor International), and previously served as Nexxen’s COO following prior senior legal roles at RhythmOne and YuMe; earlier, she held M&A roles at Hewlett Packard and practiced law at Weil, Gotshal & Manges and Cooley. She holds an LLM (University of San Diego), JD (Creighton University), and BA in Political Science (University of Nebraska) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Rothstein is independent under NYSE rules .
• Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; Board met 5 times and acted by written consent 4 times .
• Committee assignments and oversight:
  • Audit Committee (member) — financial reporting, controls, compliance .
  • Nominating & Corporate Governance Committee (member) — board composition, ESG oversight .
  • Cybersecurity & Privacy Committee (member) — cyber risk, incident preparedness, product security .
  • Strategic & Capital Allocation Committee (member) — strategic transactions, capital planning .

• Board structure: Independent Chair; all committees fully independent .

Fixed Compensation

Policy details (amended April 30, 2024):

• Cash retainers: $32,000 annual retainer (increased to $45,000 as of April 30, 2024); committee/member fees: Audit $10,000 (+$12,000 chair); Compensation $7,500 (+$7,500 chair); Nominating $5,000 (+$5,000 chair); Cybersecurity $10,000 (+$10,000 chair); Strategic & Capital Allocation $5,000 (+$5,000 chair) .
• Education/travel: Up to $7,000 for director education over two years; travel expense reimbursement .

2024 actual cash received:

Performance Compensation

Director equity (time-based RSUs; not performance-conditioned):

• Annual RSU grant: $180,000 divided by NYSE closing price at annual meeting; vests at next annual meeting; change-in-control accelerates; deferral optional after April 30, 2024 policy update .
• 2024 stock awards (grant-date fair value): $179,994 .
• RSUs outstanding as of 12/31/2024: 13,761 units .

Note: Arlo’s director equity is not tied to performance metrics; RSUs are time-based .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal/M&A/Operations: Senior legal and operating roles across adtech and technology; deep experience in complex strategic transactions and advising public boards .
• Board-relevant skills: Audit oversight (financial literacy); cybersecurity/privacy oversight; governance/ESG review; strategic transactions and capital allocation .
• Education/credentials: LLM, JD, BA; broad corporate development and law firm training .

Equity Ownership

• Beneficial ownership (as of March 7, 2025): 61,271 shares; 10,000 underlying options; total beneficially owned 71,271 (<1%) .
• RSUs held as of 12/31/2024: 13,761 .

Ownership alignment and guidelines:

• Stock ownership guidelines: Directors required to hold ≥5x annual board service retainer; compliance generally due by end of 2027; eligible shares include unvested time-based RSUs; excludes options and unearned PSUs .
• Based on 12/31/2024 closing price of $11.19 and eligible shares (common + time-based RSUs), Rothstein’s holdings materially exceed the ~$225,000 threshold (5×$45,000) as of year-end 2024 .

Governance Assessment

Positive indicators:

• Independence and multi-committee engagement (Audit, Governance, Cybersecurity, Strategic/Capital) enhance board oversight across financial reporting, ESG, cyber risk, and strategic transactions .
• Attendance ≥75% and independent Chair/committees support effectiveness and accountability .
• Strong alignment: Significant director equity; robust stock ownership guidelines with top-quartile multiples; hedging/pledging prohibited by policy .
• Compensation governance responsiveness: Following a 41% say‑on‑pay approval in 2024, the board (through the Compensation & Human Capital Committee) engaged extensively and shifted executive awards to PSUs with multiple metrics, eliminating duplicative goals and eschewing off‑cycle retention grants .

Risk indicators and potential conflicts:

• No material director-related party transactions disclosed; board affirmed independence for all directors other than CEO .
• Audit oversight context: 2023 ITGC material weakness disclosed; auditor change from PwC to Deloitte in 2024; Audit Committee pre-approval and independence affirmed—ongoing remediation is a board-level execution point (Rothstein serves on Audit) .
• Insider trading controls: Prohibitions on hedging/pledging reduce alignment risk; Section 16 compliance generally strong (one late filing noted for CEO) .

Director Compensation Mix (2024)

Notes:

• Annual director RSU formula is fixed-dollar ($180k) at grant; vest one year; CIC acceleration .
• No meeting fees; cash/equity targets reviewed annually vs peer group (targeted ~50th percentile) .

Compensation Committee Context (for governance quality)

• Composition: Carter‑Miller (Chair), Faison, Aggarwal, Summers—all independent; no interlocks; CEO excluded from deliberations about his pay .
• Consultant: Pay Governance retained; no conflicts identified; peer group-based benchmarking and say-on-pay strategy support .
• Policies: Clawback updated to SEC/NYSE rules; no tax gross‑ups; emphasis on at‑risk pay; prohibition of hedging/pledging .

Related-Party Transactions and Policies

• Audit Committee pre-approves related-party transactions; detailed procedures and independence safeguards; none disclosed for directors .

Say‑on‑Pay & Shareholder Feedback Signals

• 2024 say‑on‑pay support ~41%; significant investor outreach to top holders; program promptly revised to PSUs with ARR, subscribers, and margin metrics; conversion of retention cash tranche into PSUs with multi-metric conditions .

Summary Implications for Investor Confidence

• Rothstein’s independence, broad committee coverage, and legal/M&A background strengthen oversight in key risk domains (audit/cyber/strategy/governance) .
• Ownership alignment is strong under Arlo’s stringent guidelines, supported by meaningful equity holdings and RSUs; hedging/pledging prohibitions further align interests .
• Board responsiveness to compensation concerns and robust governance practices (independent Chair; committee independence; cyber oversight) mitigate risk signals from prior say‑on‑pay and control findings, with ongoing Audit Committee responsibility to ensure ITGC remediation and auditor oversight .