Brian Busse
Arlo TechnologiesAbout Brian Busse
Brian Busse, age 56, is General Counsel and Corporate Secretary of Arlo Technologies and has served in this role since July 2018, following leadership in IP and litigation at NETGEAR and prior law firm roles at O’Melveny & Myers and Skadden, Arps; he holds a J.D. from The University of Texas at Austin and M.S./Ph.D. in Physics from Oregon State University, plus a B.S. in Physics from Virginia Tech . He is also Arlo’s Insider Trading Compliance Officer, administering the company’s policy that prohibits hedging and pledging of Arlo stock . Company performance through FY2024 reflects the SaaS transformation Busse helped steward: total revenue of $510.9M, ARR of $257.3M, paid accounts of 4.599M, and non-GAAP operating income of $37.9M; Arlo’s stock rose 219% from Dec 30, 2022 to Dec 31, 2024, surpassing S&P 600 IT and Russell 2000 benchmarks .
Company performance indicators
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-GAAP Operating Income (USD ‘000) | $(6,064) | $24,957 | $37,865 |
| Cumulative Paid Subscribers (000s) | 1,862 | 2,813 | 4,599 |
| Annual Recurring Revenue (USD ‘000) | $137,764 | $210,078 | $257,332 |
Stock performance: +219% from Dec 30, 2022 to Dec 31, 2024, closing at $11.19 on Dec 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NETGEAR, Inc. | Vice President, Intellectual Property & Litigation | Sep 2009–Jul 2018 | Oversaw worldwide litigation, IP, privacy, and licensing, supporting global tech operations . |
| O’Melveny & Myers LLP | Counsel, IP Litigation (Menlo Park) | Dec 2008–Sep 2009 | Represented tech companies in patent litigation across trial, discovery, motions, and claim construction . |
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate Counsel | Dates not disclosed | Advised clients on various litigation areas across complex disputes . |
External Roles
No public company directorships or external board roles disclosed for Busse .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $390,000 | $390,000 | $410,000 (raised 5% in 2024) |
| Target Bonus (% of Salary) | — | 50% | 50% |
Performance Compensation
Annual cash bonus and PSU structure for FY2024
| Metric/Grant | Weighting | Target | Actual | Payout / Shares | Vesting |
|---|---|---|---|---|---|
| Annual Performance Bonus (Cash-settled in RSUs) | 80% non-GAAP Op Inc; 10% product return reduction; 10% retention/churn improvement | Thresholds undisclosed (rigorous) | 71% of target | $145,550 (71% of $205,000 target); paid as fully-vested RSUs in Feb 2025 | RSUs vested on issuance (Feb 2025) |
| 2024 Annual PSUs (CPS + 60% Service GM) | N/A | CPS tranches: 3.813M, 4.813M, 5.813M; blended 60% service GM; performance period ends Sep 30, 2027 | First tranche achieved | 317,809 PSUs granted ; 50,000 PSUs vested July 2024 on first threshold | 3 equal installments upon CPS thresholds by Sep 30, 2027 |
| 2022 Executive Retention Plan – CPS PSUs | N/A | CPS 4 tranches at 2M/3M/4M/5M with 60% service GM | 2M, 3M, 4M achieved; 5M pending | Base PSU amounts: 100,000 PSUs (2M), +50% Base PSU at 3M and 4M (50,000 each), +100% Base PSU at 5M (100,000) | Vests upon CPS thresholds; 3M/4M achieved in Feb/Jul 2024 |
| 2022 Retention Plan – Cash to Substitute PSUs (Nov 2024) | N/A | Continuous service 1 year from conversion; 5M CPS; ARR ≥ $300M; blended 60% GM | Pending | 17,809 Substitute PSUs (conversion of $200,000 at 30-day avg price) | Time-plus-performance vesting; must meet all four conditions by Sep 30, 2027 |
Grants of plan-based awards (FY2024)
| Grant Date | Type | Shares / Threshold-Target | Grant Date Fair Value (USD) |
|---|---|---|---|
| 2/1/2024 | CPS PSUs | Threshold 50,000; Target 150,000 | $1,368,000 |
| 5/10/2024 | CPS PSUs (Retention Plan, 4M tranche) | 50,000 | $572,000 |
| 11/8/2024 | CPS PSUs (Retention Plan, 5M tranche) | 100,000 | $1,123,000 |
| 11/8/2024 | Substitute PSUs (Retention cash converted) | 17,809 | $199,995 |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 660,079 shares (527,412 owned; 132,667 underlying equity awards exercisable/vesting within 60 days of Mar 7, 2025) . |
| Ownership as % of Shares Outstanding | <1% (marked “*” in proxy; 103,518,811 shares outstanding) . |
| Stock Ownership Guidelines | Officers must hold 3x base pay; compliance due by end of 2027 or five years after becoming Covered Individual (guidelines effective Jul 25, 2022); compliance status not disclosed . |
| Pledging / Hedging | Prohibited for executives; Busse is Insider Trading Compliance Officer administering policy . |
| Options (Exercisable) | 41,000 shares at $16.00 strike, expiring 8/2/2028; fully vested as of Aug 2, 2022 . |
| Option Moneyness (12/31/2024) | Out-of-the-money vs $11.19 closing price on Dec 31, 2024 . |
| Unvested RSUs (selected) | 9,825 ($109,942), 31,613 ($353,749), 93,750 ($1,049,063) market value at $11.19 (as of 12/31/2024) . |
| Unvested PSUs (selected) | CPS PSUs: 41,667 ($466,254), 100,000 ($1,119,000), 17,809 ($199,283) market value at $11.19 (as of 12/31/2024) . |
Employment Terms
| Term | Details |
|---|---|
| Employment Start Date | General Counsel and Corporate Secretary since July 2018 . |
| Severance (no CIC) | Cash equal to annual base salary; 12 months health premiums; accelerated vesting of awards that would vest in 12 months post-termination . |
| Severance (CIC; double-trigger) | Lump-sum cash equal to 1x (salary + target bonus); 12 months health premiums; vesting of all unvested time-based equity and PSUs to extent performance goals are determined achieved (TSR PSUs) . |
| CIC Treatment of CPS/Substitute PSUs | Conversion to time-based vesting over remaining performance period; full acceleration upon qualifying termination in CIC context, subject to release . |
| Tax Gross-Ups | None (no excise tax gross-ups; cut-back vs full-pay whichever yields better after-tax outcome) . |
| Clawback Policy | Amended Oct 2023 to comply with SEC/NYSE; recoup incentive comp after restatements (post Oct 2, 2023) irrespective of misconduct; prior policy applies for earlier awards . |
| Perquisites & Benefits | Standard employee benefits; 401(k) match $4,000 in FY2024; $50/pay period subsidy if opting out of medical plans; company-paid life and disability insurance . |
Compensation Structure Analysis
- Pay mix shifts toward at-risk equity: 2024 grants for NEOs were 100% PSUs with multi-metric design (CPS and service gross margin), and annual bonuses were paid in fully-vested RSUs, aligning compensation with subscription and profitability KPIs .
- Retention program modification: In Nov 2024, the final cash tranche of the 2022 retention plan was converted to Substitute PSUs with added ARR and continuous-service conditions (four total metrics), addressing investor feedback on duplicative single-metric PSUs and retention awards; Busse received 17,809 Substitute PSUs .
- Stockholder feedback and say-on-pay: 2024 say-on-pay support was ~41%, prompting immediate program updates (multi-metric PSUs, elimination of off-cycle retention awards, peer group refresh) and reductions to 2025 annual equity values vs 2024 .
Say-On-Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| 2024 Say-On-Pay Outcome | ~41% support; unsuccessful . |
| Response | Extensive outreach to top holders; converted 2022 retention cash to PSUs with multi-metrics; committed future annual equity to PSUs, avoiding duplicative goals; refreshed peer group with Pay Governance . |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited by policy (reduces alignment risk); Busse oversees compliance .
- Retention plan scrutiny: Off-cycle 2022 retention awards were investor concern; now converted and constrained going forward .
- No repricings: No option/equity repricings or material modifications in FY2024 .
- Governance processes: Independent Compensation & Human Capital Committee; Pay Governance engaged as independent consultant; regular risk assessment of comp practices .
Investment Implications
- Alignment: Busse’s incentives are materially tied to subscription growth (CPS), high service gross margins, and ARR, with multi-year performance windows through Sep 30, 2027; this structure supports durable SaaS value creation, and hedging/pledging prohibitions tighten alignment .
- Near-term vesting cadence: Achieved CPS thresholds in 2024 and the conversion of cash to PSUs introduce potential settlement events over the next 12–24 months; monitoring post-vesting sales is prudent, though trading is governed by strict insider policy and windows .
- Governance overhang abating: The weak 2024 say-on-pay vote was addressed with program changes and investor engagement; the pay-for-performance emphasis and elimination of “special” awards reduce headline risk .
- Change-of-control economics: Double-trigger severance at 1x salary+bonus and standardized vesting treatment limit outsized parachute risk; no tax gross-ups .