Bradley Maiorino
NETGEARAbout Bradley L. Maiorino
Bradley L. Maiorino (age 54) has served as an independent director of NETGEAR since July 2018. He is Corporate Vice President and Chief Information Security Officer (CISO) of RTX Corporation (Raytheon Technologies) since April 2021, with prior CISO and technology risk leadership roles spanning Thomson Reuters, Target, General Motors, and General Electric. He holds a B.S. in professional computer studies from Pace University and brings 25+ years of cybersecurity and risk management expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RTX Corporation | Corporate VP & Chief Information Security Officer | Apr 2021–present | Enterprise cybersecurity leadership; Fortune 50 governance interface |
| Thomson Reuters | Chief Information Security Officer | Prior to Apr 2021 (dates not specified) | Global information security leadership |
| Booz Allen Hamilton | Executive Vice President | Apr 2017–May 2019 | Consulting leadership in management and technology |
| Target Corporation | Senior Vice President & Chief Information Security Officer | Jun 2014–Apr 2017 | Retail cybersecurity; post-breach transformation |
| General Motors | Chief Information Security & Technology Risk Officer | Jul 2012–Jun 2014 | Enterprise tech risk management |
| General Electric | Technology leadership roles; ultimately CISO | Apr 2001–Jul 2012 | Global CISO; industrial cybersecurity |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| RTX Corporation | Corporate VP & CISO | Yes | Operating executive role (not a directorship) |
| Other Public Company Boards | — | — | None |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; all committee members are independent |
| Board tenure | Director since 2018 |
| Committee assignments | Audit Committee member; Cybersecurity Committee Chair |
| Committee meetings (2024) | Audit: 11; Cybersecurity: 4 |
| Board meetings (2024) | 11 total; all directors ≥95% attendance; all attended 2024 Annual Meeting |
| Board leadership | Independent Chairman (Thomas H. Waechter) through his term; regular executive sessions without management |
| Related-party oversight | Audit Committee oversees related-party policy; no related-party transactions in 2024 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Audit Committee member retainer | $15,000 | Member (including chair) |
| Cybersecurity Committee member retainer | $10,000 | Member (including chair) |
| Cybersecurity Committee chair premium | $15,000 | Chair additional retainer |
| Total fees earned in cash (reported) | $90,000 | Matches component sum |
Performance Compensation
| Equity | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual RSU (Director grant) | May 30, 2024 | 14,619 | $199,988 | Fully vests at 2025 Annual Meeting |
| Annual equity policy | — | — | $200,000 per director | RSU amount set by $200,000 ÷ closing price on meeting date |
| Director equity cap | — | — | ≤$500,000 stock-settled per fiscal year | Governance limit; ≤$1,000,000 in initial service year |
Notes:
- Non-employee director equity awards are time-based RSUs; no performance metrics apply to director equity grants .
- No tax gross-ups; no repricing; no evergreen share increase; dividend equivalents not paid until vest .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None |
| Compensation committee interlocks | None among current members; no insider participation |
Expertise & Qualifications
- Cybersecurity and technology risk expert; deep operational leadership in Fortune 50 environments; extensive contacts in the cyber community .
- Financial oversight experience via Audit Committee membership; board-level cybersecurity governance as Cybersecurity Committee Chair .
Equity Ownership
| Item | Amount |
|---|---|
| Shares owned directly | 48,039 |
| RSUs outstanding (director) | 14,619 |
| Total beneficial ownership | 62,658 (direct + underlying awards) |
| % of shares outstanding | ~0.22% (62,658 / 28,781,771) |
| Pledging/Hedging | Prohibited by insider trading policy |
| Stock ownership guidelines | Minimum 5× cash retainer ($250,000) within 5 years; all directors in compliance as of 12/31/2024 |
Governance Assessment
- Strengths: Independent status; high attendance; chairs Cybersecurity Committee with clear charter and active oversight (incident response, product security, IT risk) . Audit Committee membership supports financial reporting integrity .
- Alignment: Compensation skewed toward equity (approx. 69% equity, 31% cash for 2024: $199,988 equity vs $90,000 cash) enhancing shareholder alignment . Adheres to robust director ownership guidelines; hedging/pledging prohibited .
- Conflicts/Related-party: None disclosed; Audit Committee reviews related-party transactions and reported none for 2024 . No compensation committee interlocks .
- Governance signals: Board maintains majority independence, annual elections, majority voting with conditional resignation policy; regular executive sessions; independent chairman; clawback policies and director equity caps embedded in plans . Say-on-pay in 2024 received ~71% approval, with committee noting remediation and transparency efforts—indicative of responsiveness to shareholder feedback .