Ralph Faison
Arlo TechnologiesAbout Ralph Faison
Ralph E. Faison, age 66, is Arlo’s independent Chairman of the Board and a director since 2018; he is nominated for re‑election as a Class I director with a term expiring at the 2028 Annual Meeting if elected . He holds a Master of Science in Business Administration and Management from Stanford Graduate School of Business and a Bachelor of Business Administration in Marketing from Georgia State University; his career spans CEO and senior operating roles in global telecom and electronics firms, providing deep manufacturing, distribution, and governance expertise . He is independent under NYSE rules and serves as Chair of key board committees, reflecting a governance-centric profile and active oversight responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulse Electronics Corporation | President & CEO; Chair of Board | 2011–2014 | Led a public components manufacturer; CEO and chair experience informs governance at Arlo . |
| Andrew Corporation | Chief Executive Officer; previously President, COO, Director | 2003–2007 | Managed large international operations; experience with complex manufacturing and distribution . |
| Celiant Corporation | President & CEO | 2001–2002 | Company acquired by Andrew; RF/wireless systems exposure . |
| Lucent Technologies | VP, New Ventures Group; VP, Advertising & Brand Management | 1995–2001 | Strategy and brand leadership in telecom; innovation-oriented background . |
| AT&T | Various leadership roles incl. VP & GM (Wireless BU); Manufacturing VP (Bangkok) | Pre‑1995 | Global operations and supply chain leadership experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vislink Technologies, Inc. (public) | Director | Current | Producer of wireless broadcast video cameras; adds industry and market context; other current public company board . |
| NETGEAR, Inc. (public) | Director | 2003–2018 | Long-serving board member; historical interlock with other Arlo directors noted elsewhere, but no current interlock-induced conflicts disclosed . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board has independent Chair and all committees are fully independent . |
| Committee assignments (2024) | Nominating & Corporate Governance (Chair), Strategic & Capital Allocation (Chair), Compensation & Human Capital (Member), Cybersecurity & Privacy (Member); not on Audit . |
| Committee meeting cadence (2024) | Audit: 8; Compensation & Human Capital: 6; Nominating & Corporate Governance: 4; Cybersecurity & Privacy: 4; Strategic & Capital Allocation: 9 . |
| Board meetings & attendance (2024) | Board met 5 times; all directors attended ≥75% of Board and committee meetings; all directors attended the 2025 Annual Meeting . |
| Risk oversight | Chairs and committees oversee financial, compensation, cybersecurity, ESG, and strategy risks; chairs report material exposures to Board promptly . |
| Majority voting | Board maintains a Majority Voting in Uncontested Elections Policy; withhold-majority triggers a resignation offer evaluation . |
| Stockholder engagement | Post‑2024 say‑on‑pay, Chair of Board and Chair of Compensation Committee participated in outreach to 16 large institutions (>60% of shares) . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) – Faison | $124,854 | Actual fees earned for FY2024 under non‑employee director policy . |
| Base annual retainer | $32,000 → $45,000 (effective Apr 30, 2024) | Increase effective date Apr 30, 2024 (“Effective Date”) . |
| Chair of the Board retainer | $50,000 | Additional annual retainer for Board Chair . |
| Audit Committee | Member: $10,000; Chair add’l: $12,000 | Policy amounts (Faison not a member) . |
| Compensation & Human Capital Committee | Member: $7,500; Chair add’l: $7,500 | Faison is a member (not chair) . |
| Nominating & Corporate Governance Committee | Member: $5,000; Chair add’l: $5,000 | Faison is Chair . |
| Cybersecurity & Privacy Committee | Member: $10,000; Chair add’l: $10,000 | Faison is a member; Summers chairs . |
| Strategic & Capital Allocation Committee | Member: $5,000; Chair add’l: $5,000 (effective Apr 30, 2024) | Faison chairs; retainers effective with policy change . |
| Education & travel | Director education reimbursement up to $7,000 over two years; travel expenses reimbursed . |
Performance Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| 2024 Stock Awards – Faison | $179,994 (grant-date fair value) | Annual RSU award under policy; ASC 718 valuation . |
| Annual RSU grant formula | $180,000 ÷ NYSE closing price on annual meeting date (rounded down) | RSUs fully vest at next annual meeting; directors may defer vesting under amended policy . |
| Initial RSU grant (new directors) | $180,000 (prorated) ÷ NYSE closing price | Vests at next annual meeting; applies upon joining Board . |
| Change-in-control treatment | Full acceleration of director equity upon “change in control” (per 2018 Plan) | Single-trigger acceleration for director awards . |
| Performance metrics tied to director pay | None disclosed | Director equity is time-based; no stated revenue/EBITDA/TSR metrics for directors . |
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Note |
|---|---|---|
| Vislink Technologies, Inc. | Current public board | No related-party or interlock conflicts disclosed with Arlo . |
| NETGEAR, Inc. | Prior public board (2003–2018) | Historical connections among Arlo directors via NETGEAR; no current compensation committee interlocks or insider participation with executives reported . |
Expertise & Qualifications
- Extensive leadership of multinational manufacturers and telecoms, including Pulse Electronics (CEO/chair) and Andrew Corporation (CEO/President/COO/Director) .
- Global operations and supply chain oversight, including manufacturing leadership in Thailand, and strategy roles at AT&T and Lucent .
- Academic credentials: Stanford GSB (MS in Business Administration & Management), Georgia State University (BBA, Marketing) .
- Board governance qualifications cited by Arlo’s Nominating Committee, including prior public company chair/CEO experience and ability to advise on public company governance .
Equity Ownership
| Holder | Shares Owned | RSUs Held | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Ralph E. Faison | 371,838 | 13,761 (as of Dec 31, 2024) | 371,838 | <1% |
| Data: shares/total beneficial and % based on 103,518,811 shares outstanding at Mar 7, 2025 ; RSU count as of Dec 31, 2024 . |
- Anti-hedging/pledging: Directors and employees are prohibited from hedging, pledging, or derivative transactions in Arlo stock under the Insider Trading Compliance Program .
- Stock ownership guidelines: Non‑employee directors must hold at least 5x annual board service retainer; compliance generally required by end of 2027 (or within five years of becoming subject to the guideline) .
- Section 16 compliance: No delinquent filings reported for directors in FY2024 other than one late Form 4 for the CEO; implies compliance by non‑employee directors including Faison .
Fixed Compensation (Detail Table for Faison – FY2024)
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $124,854 |
| Stock Awards ($) | $179,994 |
| Total ($) | $304,848 |
Insider Trades & Compliance
| Item | Status |
|---|---|
| Section 16(a) filings | In compliance for directors; only late Form 4 noted was for CEO McRae (Apr 18, 2024) . |
| Hedging/Pledging | Prohibited for directors and employees (options, derivatives, hedging, pledging) . |
Governance Assessment
- Strengths: Independent Chair with multi‑committee leadership (Nominating & Corporate Governance Chair; Strategic & Capital Allocation Chair), fostering strong oversight of governance, ESG, strategy, and risk; fully independent committees and explicit majority voting policy enhance accountability .
- Alignment: Robust director ownership guidelines (5x retainer), annual RSU grants vesting at next meeting, and strict anti‑hedging/pledging support shareholder alignment; Faison’s beneficial ownership and RSUs provide skin-in-the-game, albeit <1% of shares .
- Engagement: Board leadership directly involved in investor outreach after low 2024 say‑on‑pay support; Compensation program adjustments implemented (e.g., ARR metric on converted retention tranche; commitment to all‑performance equity awards from 2025; no off‑cycle awards) signal responsiveness to shareholders .
- Risks/Red Flags: No related‑party transactions involving Faison disclosed; no compensation committee interlocks or insider participation issues reported; single‑trigger change‑in‑control acceleration for director equity is standard but can be shareholder‑sensitive; continued monitoring of say‑on‑pay outcomes advisable .
- Attendance/Effectiveness: Meets ≥75% attendance threshold and participates across key oversight committees; high committee meeting cadence (especially strategy) indicates active governance, which supports confidence in board effectiveness .