The prior year say-on-pay vote received only 57% support — below the 70% threshold that triggers scrutiny — but the company engaged extensively with shareholders afterward and made visible changes: it eliminated the off-cycle retention award program, ensured no duplicative performance metrics across equity grants, began paying annual bonuses in a mix of cash and stock rather than pure equity, and committed to no further off-cycle awards. These responses directly address the concerns shareholders raised. On pay structure, over 89% of the CEO's total pay is variable and performance-based (performance stock awards tied to subscriber and revenue milestones, plus a bonus tied to adjusted EBITDA and other operational metrics), well above the 50-60% threshold, and Arlo's stock returned +127% over three years while outperforming its peer group median by +145 percentage points, confirming that above-benchmark incentive pay is well-supported by shareholder outcomes. A FOR vote is warranted because the company demonstrably responded to the prior low vote with concrete structural improvements.

Deloitte has audited Arlo only since April 2024 (roughly two years), so tenure is well below the 25-year concern threshold. Non-audit fees (tax fees of $152,687 plus all other fees of $77,154, totaling $229,841) represent about 10% of audit fees of $2,335,225, comfortably below the 50% threshold that would raise independence concerns. No restatements are disclosed, and Deloitte is a Big 4 firm appropriate for a $1.6 billion company.