Shravan Goli
NETGEARAbout Shravan Goli
Shravan K. Goli (age 54) has served as an independent director of NETGEAR since October 2021; he is currently CEO of Colibri Group and previously held senior roles at Coursera, DHI Group (Dice), Dictionary.com, Slide, Yahoo!, and Microsoft. He holds an MBA from the University of Washington and an MS in Computer Science from the University of Maryland . Other than the CEO, all board members, including Goli, meet Nasdaq and SEC independence standards; all directors attended the 2024 Annual Meeting and achieved at least 95% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colibri Group | Chief Executive Officer | Current (as of 2025) | Executive leadership; professional education focus |
| Coursera | Chief Operating Officer; previously Chief Product Officer and Head of Consumer Revenue | Joined Apr 2018; through IPO | Subscription/consumer growth, enterprise market expansion |
| DHI Group (Dice) | President (Dice tech job marketplace), led Dice International, ClearanceJobs, Slashdot Media | Mar 2013–Jun 2017 | Growth strategy, operations |
| Dictionary.com | President & CEO | Dec 2009–Mar 2013 | Product innovation; growth |
| Slide, Inc. | GM for Social Media Business | Apr 2009–Dec 2009 | Social media product leadership |
| Yahoo! | General Manager | Nov 2005–Mar 2009 | Product/GM roles |
| Microsoft | Multiple roles; early MSN.com team; home/entertainment division | Jan 1995–Nov 2005 | Launch of MSN services |
| Corners.In | Co-founder | Prior | Social networking service |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Colibri Group | Chief Executive Officer | No | Professional education; current occupation listed in 2025 proxy |
| Other public company boards | — | None | NTGR proxy states “Other Public Company Boards: None” |
Board Governance
| Attribute | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Board independence | Majority independent; Goli independent | Majority independent; Goli independent | Majority independent; Goli independent; Waechter as Lead Independent Director | Other than CEO, all directors independent; Goli independent |
| Committees (Goli) | Nominating & Corporate Governance; Software & Subscription | Nominating & Corporate Governance; Software & Subscription | Nominating & Corporate Governance; Software & Subscription (disbanded May 2024) | Compensation & Talent; Nominating & Corporate Governance |
| Committee chair roles (Goli) | None | None | None | None |
| Committee meetings (counts) | Nominating 5; Software & Subscription 5; Cybersecurity 5; Audit 9; Compensation 5 | — | Nominating 5; Compensation & Talent 5; Cybersecurity 4; Audit 11 | — |
| Attendance | — | Directors ≥84% attendance in 2023 | All directors attended 2024 Annual Meeting; directors ≥95% attendance in 2024 | — |
- 2025 slate: Goli one of seven nominees; board size becomes seven post-Annual Meeting .
- Election result support: 2024 “For” votes 20.61M (against 315k) for Goli; 2025 “For” votes 22.68M (against 565k) .
Fixed Compensation
| Component | Policy (2023–2025) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 per non-employee director | |
| Lead Independent Director premium | +$30,000 | |
| Audit Committee | Member: +$15,000; Chair: +$20,000 (additional) | |
| Compensation & Talent Committee | Member: +$10,000; Chair: +$10,000 (additional) | |
| Cybersecurity Committee | Member: +$10,000; Chair: +$15,000 (additional) | |
| Nominating & Corporate Governance Committee | Member: +$10,000; Chair: +$7,000 (additional) | |
| Software & Subscription Committee | Member: +$10,000; Chair: +$10,000; disbanded May 2024 |
| Fiscal Year | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | 70,000 | 199,994 | 269,994 |
| 2023 | 70,000 | 199,990 | 269,990 |
| 2024 | 70,000 | 199,988 | 269,988 |
Performance Compensation
| Equity Grant Type | Grant Date | Units | Vesting | Design |
|---|---|---|---|---|
| Annual RSU grant | Jun 2, 2022 | 10,183 | Vests entirely at 2023 Annual Meeting | Time-based; grant value defined as $200,000 divided by closing price on meeting date |
| Annual RSU grant | Jun 1, 2023 | 14,064 | Vests entirely at 2024 Annual Meeting | Time-based; no options granted |
| Annual RSU grant | May 30, 2024 | 14,619 | Vests entirely at 2025 Annual Meeting | Time-based; no options granted |
- No performance share units or option awards to directors in 2022–2024; director equity is solely time-based RSUs designed to align with shareholder interests through annual vest-at-meeting cadence .
- Annual RSU sizing formula: $200,000 divided by Nasdaq closing price on the date of the annual meeting (rounded down) .
Other Directorships & Interlocks
| Director | Other Public Company Boards | Interlocks/Insider Participation |
|---|---|---|
| Shravan K. Goli | None | Compensation & Talent Committee disclosed no interlocks or insider participation (2025) |
Expertise & Qualifications
- Technology subscription and consumer revenue expertise; executive product leadership and operations across Coursera, Yahoo!, Microsoft; AI/technology domain knowledge cited in 2024 proxy .
- Current CEO experience in professional education (Colibri Group) adds go-to-market and digital transformation perspective .
- Education: MBA (University of Washington); MS Computer Science (University of Maryland) .
Equity Ownership
| As-of Date | Common Shares Owned | Shares Underlying Equity Awards (RSUs) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Apr 3, 2023 | 4,447 | 10,183 | 14,630 | <1% |
| Apr 1, 2024 | 14,630 | 14,064 | 28,694 | <1% |
| Mar 31, 2025 | 21,662 | 14,619 | 36,281 | <1% |
- Stock ownership guidelines: minimum of 5x annual cash retainer ($250,000) for directors; all directors were in compliance as of year-end 2024 and 2023 .
- Hedging/pledging: Prohibited under NETGEAR’s insider trading policy; margin accounts and hedging instruments (collars, swaps, forwards) banned; standing/limit orders discouraged except under approved trading plans .
Governance Assessment
- Independence and engagement: Goli is independent and maintains strong attendance; all directors ≥95% attendance in 2024; all attended the 2024 Annual Meeting—supports board effectiveness .
- Committee work: Transitioned from Software & Subscription and Nominating & Corporate Governance (2022–2024) to Compensation & Talent plus Nominating (2025), indicating broader involvement in human capital and pay oversight; not a chair—reduces concentration risk .
- Ownership alignment: Growing beneficial ownership (14.6k → 28.7k → 36.3k total) and compliance with robust 5x retainer guideline; RSU-only equity with no options aligns director incentives to shareholder value without leverage risk .
- Compensation structure: Stable mix—$70k cash, $200k equity in 2022–2024; time-based RSUs vest at next annual meeting; no options granted (2022–2024). This supports alignment but lacks performance-vesting features commonly used to heighten pay-for-performance for executives (directors typically use time-based equity) .
- Conflicts and related-party: No related-party transactions disclosed in 2023; Audit Committee pre-approves any related-party transactions per policy. No external public board interlocks noted for Goli, lowering conflict risk .
- Shareholder signals: Advisory say-on-pay support was 71.9% in 2024 and 69.4% in 2025, indicating moderate shareholder scrutiny of executive compensation; while not about director pay, it is a governance climate indicator the Compensation & Talent Committee (including Goli) should consider in pay oversight .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, or low attendance. Monitor evolving committee leadership and say-on-pay trends for potential governance pressure .