Kurtis Binder
Arlo TechnologiesAbout Kurtis Binder
Kurtis Binder (age 54) is Arlo’s Chief Financial Officer since September 2022 and Chief Operating Officer since February 2024; he previously served as EVP & CFO at CalAmp (2017–2022), CFO at VIZIO for 7+ years, Chief Accounting Officer at Applied Medical Resources, and an Assurance & Advisory Partner at Ernst & Young (1997–2009). He holds both BBA and MBA degrees in Accounting/Finance from Loyola University Maryland . Under Arlo’s subscription transformation, 2024 delivered total revenue of $510.9 million, ARR of $257.3 million, and non-GAAP operating income of $37.9 million, with paid accounts reaching 4.6 million; Arlo’s stock price rose 219% from Dec 30, 2022 to Dec 31, 2024, closing at $11.19 on Dec 31, 2024 . Arlo’s TSR for 2021–2024 measured per SEC pay-versus-performance rules was $143.65 vs peer group $116.91, while non-GAAP operating income improved from $(6.064) million in 2022 to $37.865 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CalAmp Corp. | EVP & Chief Financial Officer | 2017–2022 (Jul 2017–Sep 2022) | Telematics devices and software services provider; scaled transportation/logistics operations |
| VIZIO, Inc. | Chief Financial Officer | 7+ years (dates not disclosed) | U.S. television/consumer electronics; finance leadership over rapid product cycles |
| Applied Medical Resources, Inc. | Chief Accounting Officer | N/D | Corporate accounting leadership in healthcare manufacturing |
| Ernst & Young LLP | Assurance & Advisory Business Services Partner | 1997–2009 | Audit/advisory leadership; capital markets and reporting expertise |
External Roles
- No public company directorships disclosed for Binder in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $134,615 | $500,000 | $500,000 |
| Target Bonus (%) | N/D | 70% | 70% |
| Actual Bonus Paid ($) | $94,231 | $245,000 | $248,500 (paid as fully-vested RSUs in Feb 2025) |
Performance Compensation
2024 Annual Bonus Plan
| Metric | Weighting | Target | Actual | Payout (% of Target) | Payout Form |
|---|---|---|---|---|---|
| Non-GAAP Operating Income | 80% | Not disclosed | Not disclosed | Overall plan paid 71% | Fully-vested RSUs issued Feb 2025 |
| Product Return Reduction | 10% | Not disclosed | Not disclosed | Overall plan paid 71% | Fully-vested RSUs issued Feb 2025 |
| Subscriber Retention/Churn Improvement | 10% | Not disclosed | Not disclosed | Overall plan paid 71% | Fully-vested RSUs issued Feb 2025 |
Equity Incentives and Vesting
| Award | Grant Date | Type/Size | Metrics | Tranche Thresholds | Vesting Status |
|---|---|---|---|---|---|
| CPS PSUs | 9/30/2022 | 250,000 PSUs | Cumulative Paid Subscribers (CPS) and 60% blended service GM | 3,000,000; 4,000,000; 5,000,000 CPS | 3M and 4M tranches achieved and vested in 2024 |
| CPS PSUs | 2/1/2024 | Target 1,000,000 PSUs (threshold 333,334) | CPS and 60% blended service GM | 3,813,000; 4,813,000; 5,813,000 CPS by 9/30/2027 | First tranche achieved and 333,333 PSUs vested July 2024 |
| RSUs | 9/30/2022 | 450,000 RSUs | Service-based | 5 equal annual installments from grant date | Ongoing service vesting |
Design changes: Arlo made 2024 awards 100% performance-based PSUs, eliminated duplicative metrics, and committed that 2025 annual equity awards for executives would be entirely PSUs with multiple metrics; the final cash tranche of the 2022 Retention Program was converted to PSUs with added ARR and margin conditions .
Equity Ownership & Alignment
| Ownership (as of Mar 7, 2025) | Count | Notes |
|---|---|---|
| Shares of Common Stock Beneficially Owned | 378,713 | Direct/indirect ownership per SEC rules |
| Shares Underlying Equity Awards Beneficially Owned | 583,333 | Includes awards counted as beneficial per SEC rules |
| Total Beneficial Ownership | 962,046; <1% of outstanding | Outstanding shares base 103,518,811 |
| Outstanding Equity Awards (12/31/2024) | Quantity (#) | Market Value ($ at $11.19) |
|---|---|---|
| Unvested RSUs | 450,000 | $5,035,500 |
| Unearned CPS PSUs (2022 grant) | 250,000 | $2,797,500 |
| Unearned CPS PSUs (2024 grant) | 666,667 | $7,460,004 |
- Stock ownership guidelines require 3x base pay for other officers; eligible shares include vested/unvested time-based RSUs (net of tax), but exclude unexercised options and unearned PSUs; compliance by end of 2027 or five years after becoming covered .
- Hedging and pledging of Arlo stock are prohibited by the Insider Trading Compliance Program .
Employment Terms
- Employment letters memorialize initial base salary and target bonus; compensation reviewed annually by the Compensation and Human Capital Committee .
- Clawback policy updated Oct 2023 to comply with SEC/NYSE, requiring recoupment of incentive comp upon restatement regardless of misconduct; prior policy continues for pre-Oct 2, 2023 awards in cases of misconduct .
- No tax gross-ups on severance/change-in-control; best-net approach applies to potential excise taxes under §4999 .
Severance and Change-in-Control Mechanics
| Scenario | Cash Severance | Health Continuation | Equity Vesting |
|---|---|---|---|
| CIC + involuntary termination or resignation for good reason (double-trigger) | 1x base + target bonus (Binder) | 12 months of COBRA premiums | Accelerates vesting of outstanding time-based and PSUs to extent performance goals are determined achieved; Retention/CPS PSUs convert to time-based vesting and accelerate upon qualifying termination |
| Involuntary termination (no CIC) | Base salary + target bonus (Binder) | 12 months of COBRA premiums | Accelerate awards that would vest in 12 months following termination |
Potential Payments (as of 12/31/2024; stock at $11.19)
| Benefit | CIC Termination ($) | Non-CIC Termination ($) |
|---|---|---|
| Cash Severance | $850,000 | $500,000 |
| Vesting Acceleration | $15,293,004 | $8,205,996 |
| COBRA Payments | $54,584 | $36,389 |
| Total | $16,197,588 | $8,742,385 |
Performance & Track Record
| Metric (in thousands, except CPS) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-GAAP Operating Income (Loss) | $(6,064) | $24,957 | $37,865 |
| Annual Recurring Revenue (ARR) | $137,764 | $210,078 | $257,332 |
| Cumulative Paid Subscribers (CPS) | 1,862 | 2,813 | 4,599 |
Additional 2024 highlights: total revenue $510.9 million, service revenue 48% of total, year-end cash and short-term investments $151.5 million, free cash flow $48.6 million (margin 9.5%), and stock price up 219% since Dec 30, 2022 to $11.19 at Dec 31, 2024; service gross margin reached a record 82% in Q4 2024 .
Compensation Committee Analysis
- Peer group used for market benchmarking includes 24 SaaS/tech/consumer names (e.g., Alarm.com, Five9, NETGEAR, VIZIO, Zuora), developed with Pay Governance; decisions consider company performance, individual scope/skills, internal parity, and shareholder feedback, not formulaic peer medians .
- 2024 say-on-pay received ~41% support; committee responded with immediate program changes (PSU-only annual awards, added ARR and gross margin metrics, no special/off-cycle awards) and extensive investor outreach .
Risk Indicators & Red Flags
- Say-on-pay failure in 2024 (~41% support) increases governance scrutiny; program changes implemented subsequently .
- 2022 Retention Program use and later conversion to performance PSUs may be viewed skeptically; committee affirmed no intention to use further retention awards and eliminated duplicative metrics .
- No options repricings in 2024; hedging/pledging prohibited; no severance tax gross-ups; clawback updated to meet SEC/NYSE rules .
Equity Ownership & Selling Pressure Considerations
- Significant vesting activity in 2024: Binder acquired 1,010,315 shares on vesting (value realized $13,738,025), indicating substantial supply from time-based and performance awards; future CPS PSUs tied to multi-year targets could add supply upon achievement and vesting .
- Insider trading policy bans hedging/pledging; sales behavior requires Form 4 review for confirmation, but award structures and upcoming tranches create potential overhang if performance milestones are met .
Equity Ownership & Alignment Policies
- Robust stock ownership guidelines: CEO 6x base pay; other officers 3x base pay; directors 5x annual retainer; compliance required by end of 2027 (or 5 years after becoming covered), with restrictions on sales if below guideline .
- Insider Trading Compliance Program prohibits hedging and pledging, and options/derivatives trading by insiders .
Investment Implications
- Alignment: Binder’s pay mix is heavily performance-based with large CPS/ARR/gross margin-linked PSUs that align with subscription growth and profitability; 2024 bonuses paid in RSUs and annual equity shifted to PSUs-only strengthen pay-for-performance credibility .
- Overhang/pressure: Large outstanding/unearned PSUs (916,667) and ongoing RSU vesting (450,000 unvested) create potential supply overhang if performance triggers are met; 2024 vesting volumes were material, warranting monitoring of future Form 4 activity around milestones .
- Retention and severance: Double-trigger CIC severance (1x base+bonus) is moderate; substantial equity acceleration under CIC and non-CIC scenarios could incentivize retention but also amplify payout sensitivity to share price and milestones .
- Governance trajectory: 2024 say-on-pay failure was addressed with proactive changes and engagement; ongoing adherence to multi-metric PSUs and prohibition of retention awards should reduce compensation risk going forward .