Prashant (Sean) Aggarwal

About Prashant (Sean) Aggarwal

Independent director at Arlo Technologies since 2018; age 59. He serves on the Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees and is designated an “audit committee financial expert.” He holds a Master of Management from Northwestern University’s Kellogg School of Management and brings deep finance and operating experience from senior roles at technology companies. All directors, including Aggarwal, attended at least 75% of Board and applicable committee meetings in 2024.

Past Roles

External Roles

Board Governance

• Independence: Board and relevant committees are composed entirely of independent directors (excluding CEO); Aggarwal is independent for NYSE purposes and serves on Audit, Compensation & Human Capital, and Nominating & Corporate Governance; he is an “audit committee financial expert.”
• Attendance and engagement: Board met 5 times and acted by unanimous written consent 4 times in 2024; all directors attended at least 75% of Board and committee meetings.
• Committee loads and meeting cadence (2024):
  • Audit (member): 8 meetings
  • Compensation & Human Capital (member; signed Committee Report): 6 meetings
  • Nominating & Corporate Governance (member): 4 meetings
• Risk oversight: Audit oversees financial reporting/controls; NCG oversees governance and ESG; Compensation oversees human capital and compensation risk; dedicated Cybersecurity & Privacy Committee handles cyber/privacy risk.

Fixed Compensation (Director)

• Policy detail (amended and restated effective April 30, 2024):
  • Annual cash retainer increased from $32,000 to $45,000 as of Effective Date.
  • Committee member retainers: Audit $10,000; Compensation $7,500; Nominating $5,000; chairs receive additional equal amounts (Audit +$12,000; Compensation +$7,500; Nominating +$5,000).
  • No meeting fees; directors reimbursed for travel; continuing education reimbursement $7,000 over two years.

Performance Compensation (Director)

• No performance metrics are attached to director RSUs; vesting is time-based to the next annual meeting.

Other Directorships & Interlocks

• Compensation Committee Interlocks and Insider Participation: No member of Arlo’s Compensation & Human Capital Committee has ever been an Arlo officer/employee; no executive officer of Arlo served on a compensation committee or board of an entity with interlocks to Arlo’s Board/Compensation Committee.

Expertise & Qualifications

• Designated “audit committee financial expert” by the Board based on education and finance leadership roles.
• Deep operational and finance background across Trulia, PayPal, eBay, Amazon; led organizations through rapid top-line growth and international expansion; strong strategy, operations, financial reporting, and risk management expertise.
• Graduate degree from Kellogg School of Management (Master of Management).

Equity Ownership

• RSUs held (as of December 31, 2024): 13,761.
• Hedging/pledging: Company Insider Trading Policy prohibits short sales, options, hedging, and pledging of Company stock by directors and employees.
• Stock ownership guidelines: Directors must hold Eligible Shares equal to 5x annual board service retainer; compliance generally required by end of 2027 or 5 years after becoming covered, whichever is later. Eligible Shares include owned shares and time-based RSUs (net of taxes); options and unearned PSUs excluded.

Say-on-Pay & Shareholder Feedback (Context for governance)

• 2024 say-on-pay support was approximately 41%; Board and management conducted outreach with 16 of the largest holders (>60% of shares) and updated the program (e.g., added ARR metric, committed to performance-based annual equity with multiple metrics, and affirmed no off-cycle awards).
• 2025 advisory vote on executive compensation was approved: Votes For 46,255,009; Against 35,332,137; Abstentions 1,610,913; Broker Non-Votes 12,062,673.

Governance Assessment

• Strengths

  • Independence and expertise: Aggarwal is independent and serves on three key committees; Audit Committee financial expert designation enhances financial oversight.
  • Engagement: Meets attendance threshold; participates in Compensation & Human Capital Committee report; Board demonstrates robust stockholder engagement and governance enhancements.
  • Alignment: Director compensation is split between modest cash retainers and time-based equity; strong stock ownership guidelines (5x retainer) and hedging/pledging prohibitions promote alignment and risk mitigation.

• Watchpoints / RED FLAGS

  • Multi-board service: Concurrent directorships at Lyft and Sonder plus venture leadership could pose time-commitment risk; monitor attendance and committee workloads (current attendance acceptable).
  • Change-in-control acceleration: Automatic acceleration of director equity upon a change-in-control is shareholder-standard but can be scrutinized; terms governed by the 2018 Plan.
  • Broader governance context: 2024 say-on-pay low support required remediation; 2025 vote approved after program changes, suggesting improved investor confidence, but continued monitoring is prudent.

• Related-party/conflict checks: Proxy discloses that related-party transactions >$120,000 are on third-party terms; no specific transactions involving Aggarwal are disclosed. Insider Trading Policy restricts speculative trading/pledging. Compensation committee interlocks not present.