Jocelyn Carter-Miller
Arlo TechnologiesAbout Jocelyn E. Carter-Miller
Independent director at Arlo Technologies since 2018; age 67; Chair of the Compensation and Human Capital Committee, and member of the Audit and Strategic & Capital Allocation Committees . She holds a B.S. in Accounting (University of Illinois), an MBA in Finance and Marketing (University of Chicago), and is a Certified Public Accountant (unlicensed) . The Nominating & Corporate Governance Committee cites her governance experience from large public company boards and deep marketing expertise to home users and small businesses as core credentials . She attended the 2025 Annual Meeting and met the company’s attendance threshold in 2024 (≥75% of Board/committee meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TechEdVentures, Inc. | President | Since 2001 | Entrepreneurial programs in education/performance |
| SoulTranSync, LLC | President | Since 2013 | Community empowerment programming |
| Jocelyn Carter-Miller, LLC | President | Since 2016 | Business consulting leadership |
| Office Depot, Inc. | EVP & Chief Marketing Officer | 2002–2004 | Led marketing at global retailer |
| Motorola, Inc. | Director of Marketing; VP & GM International Networks (LatAm & EMEA); Corporate VP & CMO | ~10 years (dates not individually specified) | Global operations and marketing leadership |
| Mattel, Inc. | Marketing, product development, strategic business planning roles | ~10 years | Consumer products marketing domain expertise |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Principal Financial Group, Inc. | Director | Current | Public company directorship |
| Interpublic Group of Companies, Inc. | Director | Current | Public company directorship |
| Backblaze, Inc. | Director | Current | Public company directorship |
| NACD National; Broward Black Chamber of Commerce Foundation | Non-profit board roles | Current | Governance and community involvement |
Honors: NACD Directorship 100 Honoree; Savoy Power 300: Most Influential Black Corporate Directors; Directors & Boards “Director to Watch”; Women, Inc. Most Influential Corporate Board Directors; BoardProspects 100 Black Directors Making a Difference .
Board Governance
- Board class/tenure: Class I director nominated for a three-year term expiring at the 2028 Annual Meeting; all directors attended the 2025 Annual Meeting .
- Committee assignments: Chair, Compensation & Human Capital; Member, Audit; Member, Strategic & Capital Allocation .
- Independence: Board determined Ms. Carter-Miller and five other directors are independent under NYSE rules; no material/disqualifying relationships found .
- Committee independence: All Audit and Compensation & Human Capital Committee members deemed independent under NYSE standards .
- Meetings/attendance: Board met 5 times (plus 4 unanimous written consents) in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Committee meeting cadence (FY2024): Audit (8), Compensation & Human Capital (6), Nominating & Corporate Governance (4), Cybersecurity & Privacy (4), Strategic & Capital Allocation (9) .
- Governance framework: Independent Chair; Majority Voting in Uncontested Elections policy; robust stock ownership guidelines (5x annual board retainer for non-employee directors; compliance by 2027 or five years from becoming covered) .
- Risk oversight: Dedicated Cybersecurity & Privacy Committee; Audit oversees financial/compliance risk; Nominating & Corporate Governance oversees governance/ESG; Strategic & Capital Allocation reviews strategy .
- Stockholder engagement: Post-2024 say-on-pay outreach to 16 largest institutional holders (>60% of shares); engagement led by the Chair of the Compensation & Human Capital Committee .
Fixed Compensation
Director compensation policy (amended and restated effective April 30, 2024):
| Component | Amount |
|---|---|
| Annual Board retainer (pre-Effective Date) | $32,000 |
| Annual Board retainer (from Effective Date) | $45,000 |
| Board Chair additional retainer | $50,000 |
| Audit Committee member retainer | $10,000 |
| Audit Committee Chair additional retainer | $12,000 |
| Compensation & Human Capital Committee member retainer | $7,500 |
| Compensation & Human Capital Committee Chair additional retainer | $7,500 |
| Nominating & Corporate Governance Committee member retainer | $5,000 |
| Nominating & Corporate Governance Committee Chair additional retainer | $5,000 |
| Cybersecurity & Privacy Committee member retainer | $10,000 |
| Cybersecurity & Privacy Committee Chair additional retainer | $10,000 |
| Strategic & Capital Allocation Committee member retainer (effective from Effective Date) | $5,000 |
| Strategic & Capital Allocation Committee Chair additional retainer (effective from Effective Date) | $5,000 |
2024 non-employee director compensation (as reported):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jocelyn E. Carter-Miller | $69,016 | $179,994 | $249,010 |
Notes: Retainers paid quarterly and prorated for partial service; continuing education reimbursement available up to $7,000 over two years; travel expenses reimbursed .
Performance Compensation
Director equity awards:
| Grant Type | Value/Mechanics | Vesting | CIC Treatment | Deferral |
|---|---|---|---|---|
| Annual RSU grant | RSUs equal to $180,000 divided by NYSE closing price on meeting date (rounded down) | Fully vests at the next year’s annual meeting | Full acceleration upon “change in control” under 2018 Plan | Directors may elect to defer vesting under the amended policy |
| Initial RSU grant (upon joining Board) | $180,000 prorated to election/appointment date vs. prior annual meeting; divided by NYSE closing price (rounded down) | Fully vests at the next annual meeting | Full acceleration upon “change in control” | N/A |
Outstanding equity at year-end:
| As of Dec 31, 2024 | RSUs Held |
|---|---|
| Jocelyn E. Carter-Miller | 13,761 |
Peer targeting: Director compensation reviewed annually against Arlo’s peer group and targeted to the 50th percentile .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Principal Financial Group, Inc. | Director | No material/disqualifying relationship with Arlo per Board independence review |
| Interpublic Group of Companies, Inc. | Director | No material/disqualifying relationship with Arlo per Board independence review |
| Backblaze, Inc. | Director | No material/disqualifying relationship with Arlo per Board independence review |
Related-party policy: Material related-party transactions require prior Audit Committee review/approval; transactions evaluated for fairness to stockholders; Code of Ethics and Insider Trading Compliance Program in place .
Expertise & Qualifications
- Marketing and consumer expertise from Office Depot, Motorola, and Mattel, including senior CMO roles and global operations leadership .
- Governance depth from large-cap public boards; cited by Arlo’s Nominating & Corporate Governance Committee for governance best-practice perspective .
- Education: B.S. Accounting (University of Illinois) and MBA Finance/Marketing (University of Chicago); CPA (unlicensed) .
- Industry recognition (NACD, Savoy, Directors & Boards, Women, Inc., BoardProspects) underscores governance/community impact .
Equity Ownership
Security ownership as of March 7, 2025 (based on 103,518,811 shares outstanding):
| Holder | Common Shares Beneficially Owned | Shares Underlying Equity Awards | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jocelyn E. Carter-Miller | 107,383 | — | 107,383 | <1% |
Ownership alignment policies:
- Non-employee directors must hold 5x annual board service retainer; compliance generally required by year-end 2027 or within five years of becoming subject .
- Insider Trading Compliance Program prohibits hedging, derivatives, and pledging company stock for directors and their families .
Governance Assessment
- Strengths: Independent director; chairs the Compensation & Human Capital Committee; multi-industry governance experience; strong attendance; robust ownership guidelines; prohibition on hedging/pledging; majority voting policy; independent Chair; active investor engagement led by her following low 2024 say-on-pay support .
- Compensation structure: Balanced cash retainer plus time-based RSUs with standard vesting and CIC acceleration; director comp targeted to median peer levels; education and travel reimbursed modestly .
- Conflicts/related-party exposure: Board affirmatively found no material/disqualifying relationships; related-party transactions subject to Audit Committee oversight; no director-specific related-party transactions disclosed involving Ms. Carter-Miller .
- RED FLAGS: 2024 say-on-pay received disappointing support; mitigated by outreach and program adjustments led by Ms. Carter-Miller as committee chair, with annual say-on-pay adopted (monitor continuation of stakeholder support) . Multi-board service can raise bandwidth questions, but Arlo’s Board reported solid attendance and engagement .