Pramod Badjate
NETGEARAbout Pramod Badjate
Pramod Badjate, 55, is President and General Manager, NETGEAR for Business, serving since July 2024. He holds a bachelor’s in engineering (NIT Karnataka), a master’s in computer science, and an MBA (Arizona State University). Prior roles include Group VP & GM at Arista Networks’ Cognitive Campus (Oct 2021–Dec 2023), senior engineering and business leadership at Ruckus Networks (2013–2021), and earlier senior engineering roles at Cisco; he also served as an Entrepreneur in Residence at Storm Ventures (Dec 2023–Jun 2024) . Company performance context: in 2024, NETGEAR’s “value of initial $100 investment” TSR was $114 versus peer group $301, with GAAP net income of $12 million and non-GAAP operating loss of $42 million, framing the TSR-based PSU design that governs his long-term incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arista Networks | Group Vice President & General Manager, Cognitive Campus | Oct 2021 – Dec 2023 | Led campus networking business; scaled AI-driven campus solutions |
| Ruckus Networks | Engineering and business leadership roles | Oct 2013 – Oct 2021 | Drove product and business execution in enterprise WiFi |
| Cisco | Senior engineering roles | Earlier career | Contributed to enterprise WiFi engineering leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Storm Ventures | Entrepreneur in Residence (EIR) | Dec 2023 – Jun 2024 | VC advisory role ahead of joining NETGEAR |
Fixed Compensation
| Item | 2024 | Ongoing Terms |
|---|---|---|
| Base Salary | $236,250 (partial-year) | $525,000 initial annual base salary effective July 22, 2024 |
| Target Bonus % | 75% of base salary | 75% of base salary |
| Actual Bonus Paid | $175,359 (guaranteed pro‑rated target per employment agreement) | Determined by annual plan metrics (no guarantee beyond 2024) |
Performance Compensation
2024 Annual Bonus (Executive Bonus Plan)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Executive bonus plan (split 1H/2H 2024) | 100% of annual bonus | $175,359 target (pro‑rated) | Guaranteed per employment agreement | 100% of pro‑rated target ($175,359) | CTC split plan into half‑years due to CEO transition; Badjate guaranteed at least pro‑rated target in 2024 |
2024 PSUs (Relative TSR)
| Metric | Weighting in New‑Hire Equity | Target Shares | Threshold / Target / Max | Vesting | Notes |
|---|---|---|---|---|---|
| Relative TSR vs Nasdaq Telecommunications Index | 25% of 2024 new‑hire equity | 55,000 PSUs | 25th pct = 50% / 50th pct = 100% / 75th+ pct = 150% | Eligible to vest on July 31, 2027 if performance met (footnote (8)) | Straight‑line interpolation between thresholds; performance period is multi‑year ending Dec 31, 2026 for 2024 grants |
2024 RSUs (Time‑based)
| Metric | Weighting in New‑Hire Equity | Granted Shares | Vesting | Notes |
|---|---|---|---|---|
| Time‑based RSUs | 75% of 2024 new‑hire equity | 165,000 RSUs | One‑third vests on the one‑year anniversary of July 31, 2024; remaining vests in equal quarterly installments over the next two years (footnote (10)) | Long‑term retention vehicle, aligns with three‑year vest schedule |
Equity Ownership & Alignment
| Item | Amount | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (direct/indirect) | 0 shares; less than 1% | March 31, 2025 | No shares reported as beneficially owned; awards unvested are not counted |
| Unvested RSUs | 165,000 | Dec 31, 2024 | Market value $4,598,550 at $27.87 close |
| Unearned PSUs | 82,500 (150% of 55,000 target) | Dec 31, 2024 | Market/payout value $2,299,275 at $27.87 close |
| Ownership guidelines | 1–3x base salary for NEOs; 5‑year compliance window | Policy | Unvested RSUs count; NEOs are in compliance or on track as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Policy | No hedging or pledging; derivatives transactions barred |
Employment Terms
| Term | Details |
|---|---|
| Employment start date | July 22, 2024 |
| Role & status | President & GM, NETGEAR for Business; at‑will employment |
| Contract economics | Base $525,000; target bonus 75% of base; eligible for equity (165,000 RSUs; 55,000 PSUs) |
| Change‑in‑Control (CIC) terms | 1x multiple of (12 months base + target bonus), 12 months health, acceleration of unvested equity; performance awards deemed at 100% of target unless otherwise provided; double‑trigger applies |
| Severance (non‑CIC) | Lump sum equal to 12 months base; 12 months health; acceleration of time‑based equity scheduled to vest within 12 months (performance accelerations per plan provisions) |
| Clawback | Dodd‑Frank compliant clawback policy adopted Oct 2023; recovery applies to incentive‑based comp; awards subject to clawback under equity plan |
| Non‑solicit/confidentiality | Covenants limiting proprietary information disclosure and solicitation of employees for specified periods |
| Tax gross‑ups | None on severance/CIC benefits |
Potential Payments Under Termination Scenarios (as of Dec 31, 2024 pricing $27.87)
| Scenario | Cash Severance ($) | Health Continuation ($) | Equity Acceleration Value ($) | Total ($) |
|---|---|---|---|---|
| Death or Disability | — | — | 4,598,550 | 4,598,550 |
| Termination without cause / resignation for good reason (outside CIC period) | 525,000 | 29,524 | 1,916,146 | 2,470,670 |
| CIC termination (within CIC period; double‑trigger) | 918,750 | 29,524 | 6,131,400 | 7,079,674 |
Investment Implications
- Pay‑for‑performance alignment: 25% of his 2024 new‑hire equity is in PSUs tied to Relative TSR versus the Nasdaq Telecommunications Index (50% payout at 25th percentile; 100% at 50th; 150% at 75th+), directly linking realized value to share performance .
- Retention vs. selling pressure: A large time‑based RSU grant (165,000 unvested RSUs; market value $4.6M at 12/31/24) vests one‑third on the one‑year anniversary of July 31, 2024 and then quarterly over two years, creating predictable vesting events that may coincide with potential selling windows subject to policy blackouts .
- Ownership and alignment: As of March 31, 2025 he reported no beneficially owned shares, but NETGEAR’s stock ownership guidelines (1–3x base salary, counting unvested RSUs) and the prohibition on hedging/pledging mitigate misalignment and leverage risks while his equity vests .
- Contract economics and change‑in‑control: Double‑trigger CIC protections (1x salary+target bonus, 12 months health, equity acceleration with performance deemed at target unless specified) balance retention and sale contingency incentives; modeled CIC termination benefits total ~$7.08M at 12/31/24 pricing .
- 2024 cash bonus optics: His 2024 bonus was guaranteed at the pro‑rated target under his employment agreement due to mid‑year hire and redesigned plan (split 1H/2H), a one‑time inducement feature; go‑forward bonuses depend on performance metrics .