Jonathan Oakes
NETGEARAbout Jonathan Oakes
Jonathan Oakes, age 53, is Senior Vice President and General Manager of Home Networking (executive officer under Section 16) at NETGEAR, appointed June 2, 2025 and designated an executive officer July 22, 2025 . He holds a B.A. from Skidmore College and an MBA from Harvard Business School, with prior senior product leadership roles at Axon, Google (Wearables/Health post-Fitbit acquisition), Fitbit, Amazon Lab126 (Kindle) and HP, emphasizing consumer hardware/software execution and UX . His compensation includes base salary and annual bonus plus RSUs and PSUs; PSUs vest based on relative TSR vs the Nasdaq Telecommunications Index, with up to 200% payout at top performance and three-year vesting, aligning incentives to shareholder returns . As of his Form 3, he beneficially owned 62,500 common shares and held 62,500 target PSUs; RSUs vest starting April 30, 2026 then quarterly thereafter .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axon Enterprise | SVP & GM of Devices | Jan 2025 – May 2025 | Led devices portfolio; transition role prior to NTGR |
| Google (post-Fitbit) | VP, Product & UX (Wearables & Health) | Jan 2021 – Jun 2024 | Brought Pixel Watch and Fitbit Premium to market; UX leadership |
| Fitbit | EVP, Product & Design; VP, Product Mgmt | Dec 2019 – Jan 2021; Nov 2016 – Nov 2019 | Drove product roadmap for flagship wearables (e.g., Versa) |
| Amazon Lab126 | Director, Product Mgmt (Kindle) | Mar 2012 – Apr 2015 | Led Kindle eReaders/Fire Tablets product management |
| HP | Various executive/leadership roles | Prior to 2012 | Consumer electronics/product roles; foundational operating experience |
External Roles
- No public company board roles disclosed for Oakes in NTGR filings reviewed .
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Base Salary | $500,000 | Initial annual base per Offer Letter |
| Target Annual Bonus % | 60% of base | Pro-rated for 2025 based on start date; payable per Committee methodology; must be employed through payment date unless otherwise determined |
| Actual Bonus Paid | Not disclosed | 2025 payout not disclosed |
Performance Compensation
PSU structure (2025 grant)
| Metric | Weighting | Target | Payout Curve | Vesting | Notes |
|---|---|---|---|---|---|
| Relative TSR vs Nasdaq Telecommunications Index (IXTC) | Not disclosed | 62,500 target PSUs | <25th: 0%; 25th: 50%; 50th: 100%; ≥75th: 200%; linear interpolation between bands | Vests on 3rd anniversary of grant date; service requirement through vest date | CIC modifies measurement to Adjusted Performance Period; payout certified pre-close; vest date unchanged |
RSU structure (2025 grant)
| Grant | Amount | Vesting | Commencement |
|---|---|---|---|
| Time-based RSUs | 62,500 shares | 1/3 vests on first annual vest date; remaining 2/3 vests in 8 equal quarterly tranches thereafter, subject to continued service | Initial annual tranche vests April 30, 2026; then quarterly thereafter per Form 3 footnote |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 62,500 common shares (per Form 3) |
| Unvested RSUs | 62,500 RSUs granted; vesting per schedule above |
| Unvested PSUs (target) | 62,500 PRSUs; vest based on relative TSR; up to 200% payout |
| Ownership as % of Shares Outstanding | ~0.22% (62,500 ÷ 28,781,771 outstanding as of Mar 31, 2025) |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and employees, including executive officers |
| Clawbacks | Executive bonus and equity awards subject to clawback; policy adopted per SEC/Nasdaq rules |
Employment Terms
| Term | Provision |
|---|---|
| Title/Role | SVP & GM, Home Networking (executive officer under Rule 16a-1(f)) |
| Start Date | June 2, 2025 |
| Employment Status | At-will; either party may terminate at any time |
| Location | San Jose HQ; travel as required |
| Benefits | Eligible for executive benefit plans; Company reserves rights to modify |
| Confidentiality/Arbitration | Required At-Will Employment, Confidential Information and Invention Assignment Agreement; Mutual Arbitration Agreement; DTSA notice included |
| Severance (Non‑CIC) | Lump sum equal to 12 months base salary; up to 12 months COBRA; accelerated vesting of equity that would have vested over the 12 months post-termination |
| Severance (CIC; double-trigger) | Lump sum 12 months base salary plus 100% of target bonus (greater of year of termination or pre-CIC target); up to 12 months COBRA; 100% acceleration of unvested time-based equity; performance equity deemed achieved at 100% of target unless award agreement specifies otherwise |
| Release & Conditions | Severance contingent on timely execution/non-revocation of standard release; resignation from officer/director roles; return of Company property; Section 409A compliance |
| Tax Gross‑ups | No excise tax gross‑ups; 280G “best results” cutback to avoid/optimize excise tax |
| Governing Law | California |
Performance & Track Record
- Demonstrated ability to ship category-defining consumer products, including Google Pixel Watch, Fitbit Versa and Premium, and Amazon Kindle devices, with deep UX/product leadership across hardware/software ecosystems .
- Positioned by NTGR to lead consumer transformation; slated to present Consumer strategy at NTGR’s Nov 17, 2025 Investor Day, indicating centrality to growth narrative .
Investment Implications
- Pay-for-performance alignment: PSU awards tied to relative TSR vs IXTC with up to 200% payout at top quartile performance and three-year cliff vesting; RSUs provide retention via staggered vesting through 2028, balancing risk and retention .
- Retention risk mitigants: Double-trigger CIC severance with full acceleration, Non‑CIC 12-month salary and partial acceleration reduce departure risk during transformation; no tax gross‑ups and 280G cutback are shareholder-friendly .
- Insider selling pressure: Initial vest not until April 30, 2026; quarterly vesting thereafter suggests limited near-term forced selling; hedging/pledging prohibited, improving alignment .
- Governance and clawbacks: Clawback coverage on bonus and equity and prohibition on hedging/pledging strengthen accountability; arbitration/confidentiality standard for IP protection .