Sarah Butterfass
NETGEARAbout Sarah Butterfass
Independent director of NETGEAR since October 2020; age 47 as of March 31, 2025. Former Chief Product Officer at FanDuel (Oct 2020–Apr 2024) with prior senior roles at Groupon, E*TRADE, and Orbitz. MBA from Kellogg School of Management; BA from Northwestern University. Serves on the Compensation & Talent Committee and the Nominating & Corporate Governance Committee; classified as independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FanDuel | Chief Product Officer | Oct 2020–Apr 2024 | Led product development; customer experience leadership |
| Groupon | Chief Product Officer | 2018–2020 | Global product oversight across channels and verticals |
| E*TRADE | SVP & Head of Customer Experience; SVP Trader Group; CMO OptionsHouse | 2016–2018 | Customer experience, trader segment, marketing leadership |
| Orbitz | VP Customer Loyalty; other senior product roles | 2011–2016 | Loyalty and product management |
External Roles
| Category | Company/Institution | Role | Tenure/Status |
|---|---|---|---|
| Public company boards | None | — | No other public directorships |
| Non-profit/academic/private | Not disclosed | — | Not disclosed in NTGR proxy |
Board Governance
- Current committees (2025): Compensation & Talent; Nominating & Corporate Governance; independent status affirmed. Compensation & Talent chaired by Janice Roberts; Nominating chaired by Thomas Waechter.
- Prior committee leadership: Chaired the Software & Subscription Committee (committee disbanded May 2024).
- Attendance: In 2024, all directors attended the Annual Meeting; all directors attended at least 95% of board/committee meetings. In 2023, directors attended at least 84% of meetings.
- Board independence and structure: Independent non-executive Chairman (Waechter) through May 2025; independent directors meet regularly without management.
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $50,000 per director | Paid quarterly, pro-rated as needed |
| Committee member fees | Audit $15,000; Comp & Talent $10,000; Cybersecurity $10,000; Nominating $10,000 | Per member, annually |
| Committee chair premiums | Audit +$20,000; Comp & Talent +$10,000; Cybersecurity +$15,000; Nominating +$7,000 | Annually |
| Director education | $7,000 budget over two years | Continuing education support |
| Travel reimbursement | First-class domestic, business-class international | For board/committee meetings |
Director cash and equity received:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned in Cash ($) | $90,000 | $80,000 |
| Stock Awards ($) | $199,990 | $199,988 |
| Total ($) | $289,990 | $279,988 |
Performance Compensation
| Equity Grant Design | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual RSU grant (directors) | 14,064 RSUs granted on Jun 1, 2023; vests entirely at 2024 Annual Meeting | 14,619 RSUs granted on May 30, 2024; vests entirely at 2025 Annual Meeting | 6,761 shares reported as award on May 29, 2025 (Form 4); director RSUs vest at next annual meeting per policy |
Company executive PSU metric design (for Compensation Committee oversight):
| Metric | Target/Payout Design | Period |
|---|---|---|
| Annualized service revenue | $45M = 50%; $60M = 100%; $75M = 150% of target PSU vesting; vest Jul 31, 2026 | 3-year PSUs granted in 2023 (performance through 12/31/2025) |
| Relative TSR vs Nasdaq Telecommunications Index | CEO sign-on PSUs (3 tranches), earned based on annual relative TSR with 3-year cumulative true-up | 2024–2026 |
Change-in-control terms (2025 Equity Plan): For awards to non-employee directors, upon a change in control, options/SARs become fully exercisable, restrictions on RSUs lapse, and performance awards are deemed achieved at 100% of target unless otherwise specified.
Other Directorships & Interlocks
- Other public company boards: None.
- Compensation & Talent Committee interlocks: None; members (Roberts, Butterfass, Goli, Orvidas) are all non-employees; no interlocks or insider participation reported.
Expertise & Qualifications
- Product, subscription services, and software expertise; extensive operational and executive management experience.
- Education: MBA (Kellogg), BA (Northwestern).
Equity Ownership
| As of | Directly Owned Shares | Underlying Equity Awards (60-day) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Mar 31, 2025 | 26,125 | 14,619 | 40,744 | <1% |
Stock ownership alignment:
- Director ownership guideline: 5x annual cash retainer ($250,000) with 5-year compliance window; all directors in compliance as of Dec 31, 2024.
- Anti-hedging/pledging: Directors and officers prohibited from hedging or pledging NTGR securities or derivatives.
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| Jun 2, 2025 | May 29, 2025 | Award (A) | 6,761 | $0 | 47,505 | |
| Jun 2, 2025 | May 29, 2025 | Sale (S) | 5,848 | $28.89 | 41,657 | |
| Jun 5, 2024 | Jun 4, 2024 | Sale (S) | 5,626 | $13.36 | 40,744 | |
| May 31, 2024 | May 30, 2024 | Award (A) | 14,619 | $0 | 46,370 | |
| Jun 2, 2023 | Jun 1, 2023 | Award (A) | 14,064 | $0 | 31,751 |
Governance Assessment
- Independence and conflicts: Classified independent; Audit Committee oversees related party transactions; no related party transactions to disclose in 2024 and none in 2023.
- Committee effectiveness: Serves on Compensation & Talent and Nominating committees, both fully independent; prior leadership on Software & Subscription indicates depth in software/subscription oversight as NTGR pivots to services.
- Attendance and engagement: High attendance (≥95% in 2024), Annual Meeting participation, supports investor confidence in board diligence.
- Director pay alignment: Mix favors equity via annual RSUs vesting at next Annual Meeting; stock ownership guideline met, aligning incentives with shareholders.
- Shareholder oversight signals: 2025 say‑on‑pay approval 16,114,000 For vs 7,091,966 Against; EPSP amendment passed overwhelmingly; equity plan passed narrowly—board should monitor investor feedback on dilution and plan features.
- Risk indicators & red flags: No Section 16(a) delinquency disclosed for Butterfass in 2024; hedging/pledging prohibited; periodic open-market sales observed (2024, 2025) but no pledging noted. [Insider trade URLs above]
Appendix: Board and Committee Meeting Counts (2024)
| Committee | Meetings Held |
|---|---|
| Board of Directors | 11 |
| Audit | 11 |
| Compensation & Talent | 5 |
| Nominating & Corporate Governance | 5 |
| Cybersecurity | 4 |