Grady Summers
Arlo TechnologiesAbout Grady K. Summers
Grady K. Summers, age 48, has served as an independent director of Arlo since 2018. He is currently CEO of Netwrix, a data security provider, and previously held executive roles at SailPoint, FireEye, Mandiant, and Ernst & Young; he served in technology and cybersecurity roles at General Electric, including Chief Information Security Officer. Summers holds an MBA from Columbia University and a B.S. in computer systems from Grove City College. He chairs Arlo’s Cybersecurity and Privacy Committee and is a member of the Compensation and Human Capital Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NETGEAR, Inc. | Director | 2016–2018 | Board member prior to Arlo spin; governance experience carried into Arlo |
| General Electric | Chief Information Security Officer (CISO) | Not disclosed | Led cybersecurity programs; relevant to Arlo’s security oversight |
| SailPoint; FireEye; Mandiant; Ernst & Young | Executive roles (various) | Not disclosed | Technology/cybersecurity leadership across multiple firms |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Netwrix | Chief Executive Officer | No disclosure here | Current CEO role; aligns with Arlo’s cybersecurity oversight needs |
| Other public boards | — | — | None currently |
Board Governance
- Independence: Affirmatively determined independent under NYSE rules.
- Committees and chair roles (2024):
- Cybersecurity & Privacy Committee: Chair; 4 meetings in 2024.
- Compensation & Human Capital Committee: Member; 6 meetings in 2024.
- Not a member of Audit (8 meetings), Nominating (4), or Strategic & Capital Allocation (9).
- Board meetings and attendance: The Board met 5 times in 2024; all directors attended at least 75% of Board and applicable committee meetings.
- Board leadership: Independent Chair (Ralph Faison); separate Chair and CEO roles.
Committee meeting counts (FY 2024):
| Committee | FY 2024 Meetings |
|---|---|
| Audit | 8 |
| Compensation & Human Capital | 6 |
| Nominating & Corporate Governance | 4 |
| Cybersecurity & Privacy | 4 |
| Strategic & Capital Allocation | 9 |
| Board | 5 |
Fixed Compensation
Policy components and 2024 actual fees:
| Component | Policy Amount | 2024 Actual for Summers ($) |
|---|---|---|
| Annual director cash retainer | $32,000, increased to $45,000 effective Apr 30, 2024 | Included within total fees earned $68,179 |
| Compensation Committee member | $7,500 (member); +$7,500 (chair) | Member (not chair); included in fees |
| Cybersecurity & Privacy Committee | $10,000 (member) + $10,000 (chair) | Chair; included in fees |
| Audit Committee | $10,000 (member) + $12,000 (chair) | Not a member |
| Nominating & Corporate Governance | $5,000 (member) + $5,000 (chair) | Not a member |
| Strategic & Capital Allocation | $5,000 (member) + $5,000 (chair) (effective Apr 30, 2024) | Not a member |
| Meeting fees | Not specified (retainers paid quarterly) | N/A |
Total 2024 director cash fees: $68,179.
Performance Compensation
Directors receive time-based RSUs; no director performance metrics (e.g., ARR/TSR) are tied to director equity. Annual RSUs vest at the next annual meeting; change-in-control fully accelerates director equity under the plan.
| Item | Detail |
|---|---|
| Annual RSU grant value | $180,000 divided by NYSE closing price on grant date; vests at next annual meeting |
| 2024 Stock awards (grant-date fair value) | $179,994 for Summers |
| RSUs held (Dec 31, 2024) | 13,761 RSUs (Summers) |
| Vesting terms | Annual RSUs fully vest at following year’s annual meeting; acceleration on change-in-control per 2018 Plan |
| Performance metrics for director pay | None disclosed; director equity is time-based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Prior public boards | NETGEAR, Inc. (2016–2018) |
| Compensation committee interlocks | None; no member has been an Arlo officer/employee; no reciprocal interlocks disclosed |
Expertise & Qualifications
- Cybersecurity leadership: Former GE CISO; senior roles at Mandiant/FireEye/SailPoint; current CEO of Netwrix.
- Board-relevant skills: Technology, privacy/security oversight; qualified to address connected device/data security risks central to Arlo’s business.
- Education: MBA (Columbia University); B.S. in computer systems (Grove City College).
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Mar 7, 2025) | 194,802 |
| Shares underlying equity awards (60-day exercisability) | None disclosed for Summers (dash in table) |
| Total beneficial ownership (%) | <1% |
| RSUs outstanding (Dec 31, 2024) | 13,761 RSUs |
| Hedging/pledging policy | Hedging, short sales, options trading, and pledging prohibited for directors and officers |
| Director ownership guidelines | 5× annual board service retainer; compliance generally by end of 2027 or five years after becoming subject |
| Compliance status | Individual compliance status not disclosed; guidelines reviewed annually |
Governance Assessment
- Committee leadership and engagement: Summers chairs the Cybersecurity & Privacy Committee—highly relevant to Arlo’s SaaS and connected-device security profile; he also serves on Compensation, supporting human capital and pay oversight. Meeting cadence in 2024 (Cyber 4; Comp 6) suggests regular engagement.
- Independence and attendance: Independent under NYSE rules; attended at least 75% of Board/committee meetings, aligning with governance expectations.
- Pay and alignment: Director cash + time-based RSUs targeted to the 50th percentile of peers; no performance conditions for director equity (reduces complexity but limits explicit pay-for-performance linkage at the director level).
- Ownership and risk controls: Beneficial ownership of 194,802 shares supports alignment; hedging/pledging prohibited; robust 5× retainer ownership guideline for directors.
- Conflicts/related party: No specific related-party transactions involving Summers disclosed; indemnification and related-party review policies in place via Audit Committee.
- Shareholder sentiment signal: 2025 say‑on‑pay passed (For: 46,255,009; Against: 35,332,137; Abstain: 1,610,913), following 2024’s low support (~41%)—reflects Board responsiveness on executive pay structure; while not director pay, it indicates governance engagement with investors.
Red flags:
- None identified for Summers on independence, attendance, pledging/hedging, or related-party transactions in disclosed materials.
Note: Director compensation is time-based equity and retainers; performance metrics (ARR, gross margin, TSR) discussed in the proxy apply to executives, not directors.