Bryan Murray
NETGEARAbout Bryan Murray
Bryan D. Murray is NETGEAR’s Chief Financial Officer, serving since August 2018, and has been with the company since November 2001 after earlier work in public accounting at Deloitte & Touche LLP; he holds a B.A. from UC Santa Barbara and is a Certified Public Accountant (inactive) . As of the 2025 proxy, his age is disclosed as 50 (49 in 2024), underscoring a seasoned finance leader with long-tenured institutional knowledge at NTGR . His compensation is explicitly tied to corporate performance metrics—Company Net Revenue and Company Non-GAAP Operating Income for the 2H 2024 executive bonus plan—and long-term PSUs linked to relative TSR vs. the Nasdaq Telecommunications Index, aligning pay outcomes to revenue/operating profit delivery and stock performance over multi-year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NETGEAR | Vice President of Finance and Corporate Controller | 2011–2018 | Led controllership and finance operations, building reporting rigor prior to elevation to CFO |
| NETGEAR | Finance management roles | 2001–2011 | Progressive finance leadership, scaling processes as NTGR expanded its product portfolio |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Public accounting | Not disclosed | Foundation in audit/accounting; CPA credentials (inactive) support strong governance/controls |
Fixed Compensation
Base Salary (Rate setting)
| Item | Value | Effective Date |
|---|---|---|
| Base Salary Rate | $540,000 | July 1, 2024 (5% increase) |
2024 Executive Bonus and Cash Awards
| Item | Value | Notes |
|---|---|---|
| Target Bonus % of Salary (Total 2024) | 75% | 2024 plan split into 1H/2H; only 2H metrics established for NEOs other than CEO/new hire |
| Total 2024 Target Bonus ($) | $395,617 | Based on July 2024 plan and then-current salary periods |
| Actual 2024 Bonus Paid ($) | $99,156 | Paid under 2H 2024 plan |
| Retention Bonus Award | $100,000 | Contingent on remaining employed through March 31, 2025; not reflected in 2024 SCT |
| All Other Compensation (401k match) | $3,000 | Company 401(k) matching contribution |
Performance Compensation
2H 2024 Executive Bonus Plan Metrics (Bryan D. Murray)
| Metric | Weighting | Threshold | Target | Stretch | Maximum |
|---|---|---|---|---|---|
| Company Net Revenue | 50% | $333,047 | $370,053 | $388,555 | $407,058 |
Notes:
- Payout required target achievement per-metric to exceed 50% and was capped at 100% of 2H target bonus opportunity .
- Total 2024 bonus payout for Murray was $99,156 .
2024 Annual Equity Grants (mix 75% RSU / 25% PSU)
| Award Type | Shares | Grant Date Fair Value ($) | Vesting Structure |
|---|---|---|---|
| RSUs (time-based) | 63,750 | $946,688 | 3-year vest; one-third in April following grant, remainder in equal quarterly installments over next 2 years |
| PSUs (performance-based) | 21,250 (target) | $411,400 | Earned based on Relative TSR rank vs Nasdaq Telecommunications Index; performance period ends Dec 31, 2026 |
PSU Performance Curve (2024 grant)
| Performance Level | Relative TSR Rank | Earned PSUs (% of Target) |
|---|---|---|
| Maximum | 75th percentile or above | 150% |
| Target | 50th percentile | 100% |
| Threshold | 25th percentile | 50% |
Straight-line interpolation between threshold and maximum .
In 2024, NTGR increased annual equity grant values to the 25th percentile of peer market data to enhance retention/attraction; average executive grant values rose ~78% YoY .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Category | Shares | % of Outstanding |
|---|---|---|
| Shares owned directly | 78,655 | * (<1%) |
| Shares underlying equity awards (exercisable/within 60 days) | 92,925 | * (<1%) |
| Total beneficial | 171,580 | * (<1%) of 28,781,771 shares outstanding |
Stock ownership guidelines: CEO 6x salary; other NEOs 1–3x salary; unvested RSUs count; as of Dec 31, 2024, NEOs were in compliance or on track .
Hedging and pledging of NETGEAR securities are prohibited by policy .
Outstanding Equity Awards at FY2024 Year-End (selected for Bryan D. Murray)
| Award | Grant Date | Quantity | Value Basis |
|---|---|---|---|
| RSUs (unvested) | 7/16/2021 | 8,438 | $235,167 market value at 12/31/2024 |
| RSUs (unvested) | 4/19/2022 | 16,876 | $470,334 market value |
| RSUs (unvested) | 4/18/2023 | 25,313 | $705,473 market value |
| PSUs (unearned) | 4/19/2022 | 6,638 | $184,987 market/payout value |
| PSUs (unearned) | 7/18/2023 | 11,250 | $313,538 market/payout value |
| RSUs (unvested) | 4/27/2024 | 63,750 | $1,776,713 market value |
| PSUs (unearned) | 4/27/2024 | 31,875 | $888,356 market/payout value |
| Stock options (exercisable, NTGR) | 8/2/2018 | 24,799 @ $38.32; exp. 8/2/2028 | Terms per table |
| Stock options (exercisable, NTGR) | 7/19/2019 | 30,000 @ $26.61; exp. 7/19/2029 | Terms per table |
RSU vesting cadence changed in 2024 from 4 years to 3 years, with quarterly vesting after the initial one-third cliff—implying regular vesting events through 2027 for 2024 grants, subject to continued service .
Employment Terms
Agreements and Policies
| Item | Terms |
|---|---|
| Employment agreement | Offer letter dated November 2001; provides for base salary, annual cash incentive eligibility, equity awards, and benefits participation |
| CIC & severance agreement | In place; double-trigger required (qualifying termination plus change in control) |
| Clawback policy | Discretionary clawback adopted in 2010 (bonus/equity forfeiture upon restatement) and Dodd-Frank compliant non-discretionary clawback adopted October 2023 |
| Hedging/pledging | Prohibited for directors and employees, including NEOs |
| Non-compete/non-solicit/proprietary info | Covenants limiting disclosure and solicitation for specified periods in employment agreements |
| Excise tax gross-up | None; cutback or pay all provision to optimize after-tax outcome |
Potential Payments Upon Termination (as of Dec 31, 2024 valuation)
| Scenario | Cash Severance ($) | Health Continuation ($) | Equity Acceleration Value ($) | Total ($) |
|---|---|---|---|---|
| Death or Disability | — | — | $3,687,146 | $3,687,146 |
| Termination without cause / resignation for good reason (outside CIC window) | $540,000 | $47,921 | $1,779,750 | $2,367,671 |
| Termination without cause / resignation for good reason (within CIC window) | $945,000 | $47,921 | $4,279,383 | $5,272,304 |
Equity acceleration computed using NTGR closing price of $27.87 on 12/31/2024 per proxy methodology .
Investment Implications
- Pay-for-performance alignment: Annual cash bonus metrics emphasize Company Net Revenue and Company Non-GAAP Operating Income; long-term PSUs hinge on relative TSR vs Nasdaq Telecommunications Index, aligning outcomes with operational execution and stock performance over a multi-year horizon .
- Mix and retention: 2024 equity grants increased materially (average ~78% YoY) and shifted to a 75% RSU / 25% PSU mix with shortened RSU vesting (3 years, quarterly installments), improving retention but increasing guaranteed time-based equity relative to performance-based awards—a lower risk profile for the executive that may elevate near-term vest-driven supply .
- Ownership and alignment: Direct ownership of 78,655 shares plus 92,925 underlying awards (<1% ownership) alongside strict hedging/pledging prohibitions and stock ownership guidelines (1–3x salary for NEOs, counting unvested RSUs; NEOs in compliance/on track) support alignment, though absolute ownership remains modest versus outstanding shares .
- Downside protection in separation: Double-trigger change-in-control economics with significant equity acceleration ($4.28M) and cash severance ($945k) within CIC window underscore meaningful protection; outside CIC, severance is more modest ($540k cash, $1.78M equity acceleration), limiting windfalls absent strategic transactions .
- Trading signals: Quarterly RSU vest cadence following April cliffs for 2024 grants creates predictable vesting events through 2027; monitor 10b5‑1 plan filings and Form 4 activity around these dates for potential selling pressure and tax-related dispositions (vesting policy disclosed; transactions not detailed in proxy) .