Catriona Fallon
Arlo TechnologiesAbout Catriona Fallon
Catriona M. Fallon is age 54, an independent director at Arlo Technologies since 2021, currently serving as Audit Committee Chair and member of the Cybersecurity & Privacy Committee; she is designated an “audit committee financial expert.” She holds an MBA from Harvard and a BA in Economics from UCLA, and is currently CFO of SambaNova Systems, with two decades of strategic finance and leadership experience across multiple technology companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SambaNova Systems | Chief Financial Officer | Current (as of 2025) | Financial leadership at enterprise AI platform |
| Hitachi Vantara | Chief Financial Officer | 2019–2020 | Multi‑billion‑dollar digital solutions subsidiary of Hitachi |
| Aktana | Chief Financial Officer | 2021–2022 | Software and services (life sciences) |
| Silver Spring Networks | Chief Financial Officer | 2017–2018 | Executed sale to Itron |
| Marin Software | EVP & CFO | 2015–2017 | SaaS advertising optimization |
| Cognizant Technology Solutions; Hewlett‑Packard | Leadership roles | Not disclosed | Various technology leadership roles |
| Citigroup Investment Research | Equity Analyst | Not disclosed | Sell‑side equity research |
| Piper Jaffray & Company; McKinsey & Company | Roles | Not disclosed | Advisory/finance roles |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Palomar Holdings, Inc. | Director | Public | Current public company board |
| General Fusion | Director | Private | Current private company board |
| Cray Inc. | Director (prior) | Public (acquired by HPE) | Prior service until acquisition |
Board Governance
- Independence: Board affirmed Fallon is independent under NYSE rules; Audit Committee members are all independent .
- Committee assignments: Audit (Chair); Cybersecurity & Privacy (member); designated audit committee financial expert .
- Board leadership: Independent Chair (Ralph Faison), separation of Chair/CEO roles, with committee chairs reporting periodically to the Board .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; Board met five times and acted by unanimous written consent four times .
- Committee meeting cadence (FY2024): Audit 8; Compensation & Human Capital 6; Nominating & Corporate Governance 4; Cybersecurity & Privacy 4; Strategic & Capital Allocation 9 .
- Executive sessions: Compensation & Human Capital Committee meets regularly in executive session .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $64,000 | $72,679 |
| Stock Awards ($) | $179,998 | $179,994 |
| Total ($) | $243,998 | $252,673 |
| Director Retainer Policy (as amended Apr 30, 2024) | Amount |
|---|---|
| Annual Board retainer (non‑employee directors) | $45,000 (was $32,000 prior to effective date) |
| Board Chair additional retainer | $50,000 |
| Audit Committee member retainer | $10,000 |
| Audit Committee Chair additional retainer | $12,000 |
| Compensation & Human Capital Committee member | $7,500 |
| Compensation & Human Capital Committee Chair additional | $7,500 |
| Nominating & Corporate Governance Committee member | $5,000 |
| Nominating & Corporate Governance Committee Chair additional | $5,000 |
| Cybersecurity & Privacy Committee member | $10,000 |
| Cybersecurity & Privacy Committee Chair additional | $10,000 |
| Strategic & Capital Allocation Committee member | $5,000 (effective Apr 30, 2024) |
| Strategic & Capital Allocation Committee Chair additional | $5,000 (effective Apr 30, 2024) |
Notes:
- Retainers are paid quarterly and prorated for partial service .
Performance Compensation
- Annual RSU grant: $180,000 divided by NYSE closing price on annual meeting date; vests fully at next annual meeting; deferral of vesting permitted after Apr 30, 2024 amendment .
- Initial RSU grant on joining the Board: $180,000 (prorated), vests at next annual meeting .
- Change‑in‑control: Director equity awards fully accelerate upon a “change in control” under the 2018 Equity Incentive Plan .
| Equity Metrics (Holdings/Structure) | FY2023 | FY2024 |
|---|---|---|
| RSUs outstanding (as of Dec 31) | 19,629 RSUs | 13,761 RSUs |
| Options outstanding | Not disclosed for Fallon | Not disclosed for Fallon |
Performance metrics tied to director compensation: None disclosed; director equity is time‑based RSUs rather than PSUs .
Other Directorships & Interlocks
- Current public board: Palomar Holdings, Inc. .
- Committee interlocks: The Compensation & Human Capital Committee disclosed no interlocks or insider participation; Fallon is not a member of that committee .
- Potential interlocks with Arlo’s competitors/suppliers/customers: None disclosed involving Fallon .
Expertise & Qualifications
- Audit and finance: Recognized audit committee financial expert based on education and financial roles; deep experience in financial reporting, strategy, and risk management .
- Technology/AI: CFO of an enterprise AI platform; broad executive experience across technology companies .
- Education: MBA (Harvard); BA in Economics (UCLA) .
Equity Ownership
| Beneficial Ownership (as of Mar 7, 2025) | Shares | % of Outstanding |
|---|---|---|
| Shares beneficially owned (direct/indirect) | 73,816 | <1% |
| Shares underlying equity awards exercisable/vesting within 60 days | — | — |
| Ownership Guidelines | Requirement |
|---|---|
| Director Stock Ownership Guideline | 5x annual board service retainer; compliance generally required by end of calendar year 2027 (or within five years of becoming subject) |
- Hedging/pledging: Company policy prohibits hedging and pledging of Arlo stock by directors; no pledging by Fallon disclosed .
Governance Assessment
- Board effectiveness: As Audit Chair, Fallon oversees financial reporting, internal controls, compliance, and auditor independence; signed Audit Committee Reports for 2024 and 2025, evidencing active engagement . Her designation as an audit committee financial expert strengthens oversight quality .
- Independence and engagement: Independent status affirmed; all committees are fully independent; Board uses an independent Chair; directors met attendance thresholds in 2024; Compensation Committee holds executive sessions, supporting robust oversight .
- Compensation alignment: Director pay targeted to the 50th percentile of peer group; majority of Fallon’s director compensation is equity‑based ($180k annual RSUs vs. ~$72.7k cash in 2024), aligning with shareholder outcomes; director awards time‑based with change‑in‑control acceleration, typical for small‑cap tech peers .
- Conflicts/related party exposure: No related‑party transactions disclosed involving Fallon; Audit Committee pre‑approves auditor services and oversees related‑party policies, mitigating conflict risks .
- Risk indicators: Hedging/pledging prohibitions, majority voting policy, and rigorous ownership guidelines mitigate governance risk; 2024 say‑on‑pay result (41% approval) prompted program changes, indicating Board responsiveness to investor feedback (context for overall governance climate) .
Overall signal: Fallon’s finance and audit expertise, independence, and committee leadership are positive for investor confidence; no disclosed conflicts or red flags specific to her, and Board structures/policies support effective oversight .