Name of Director Year
Annual Retainers⁽²⁾
($)

Committee
Chair Fees ⁽¹⁾
($)

Committee
Membership Fees($)

Total
($)
Satjiv S. Chahil 2019 50,000 — 15,000 65,000
Sue Ann R. Hamilton ⁽²⁾
2019 8,333 — — 8,333
William C. Mulligan 2019 50,000 6,000 15,000 71,000
J. C. Sparkman 2019 50,000 10,000 15,000 75,000
Gregory P. Stapleton 2019 50,000 — 10,000 60,000
Carl E. Vogel 2019 50,000 — 10,000 60,000
Edward K. Zinser 2019 50,000 11,250 10,000 71,250


⁽¹⁾	~~Mr. Mulligan, Mr. Sparkman, and Mr. Zinser are the chairmen of the Corporate Governance and Nominating Committee, Compensation Committee, and Audit Committee, respectively.~~


⁽²⁾	~~Ms. Hamilton was appointed to the Board of Directors as of November 1, 2019.~~

Additional Information about Non-Management Director Equity Awards

The following table provides additional information about equity awards made to non-management directors during ~~2019~~:

Name of Director
Restricted Stock Unit Awards
Granted During 2019
(#)

Option Awards
Granted During 2019
(#)

Grant Date
Fair Value of Stock and Option Awards Granted During 2019 ⁽¹⁾
($)

Stock Awards
Outstanding at Year End
(#)

Option Awards
Outstanding at Year End
(#) ⁽²⁾
Satjiv S. Chahil 5,000 — 206,250 2,500 —
Sue Ann R. Hamilton ⁽³⁾
3,333 20,000 591,330 2,500 20,000
William C. Mulligan 5,000 — 206,250 2,500 —
J. C. Sparkman 5,000 — 206,250 2,500 —
Gregory P. Stapleton 5,000 — 206,250 2,500 —
Carl E. Vogel 5,000 — 206,250 2,500 —
Edward K. Zinser 5,000 — 206,250 2,500 —
2021 and outstanding awards at the end of the year:

⁽¹⁾


Name of Director	Restricted Stock Unit Awards Granted During 2021 (#)	Option Awards Granted During 2021 (#)	Grant Date Fair Value of Stock Awards Granted During 2021 (1) ($)	Stock Awards Outstanding at Year End (#)	Option Awards Outstanding at Year End (#)
Satjiv S. Chahil	5,000	—	243,525	3,750	—
Sue Ann R. Hamilton (2)	5,000	—	243,525	3,750	20,000
William C. Mulligan	5,000	—	243,525	3,750	—
Gregory P. Stapleton	5,000	—	243,525	3,750	—
Carl E. Vogel	5,000	—	243,525	3,750	—
Edward K. Zinser	5,000	—	243,525	3,750	—

(1)Represents the grant date fair value of stock awards granted during 2021. This number is calculated by multiplying the fair market value of our common stock on the date of grant by the number of shares awarded. For additional information regarding the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC.

(2)Outstanding stock options issued to Ms. Hamilton were comprised of 20,000 stock options granted on November 1, 2019 (upon her appointment to the Board of Directors) that vest ratably over a three-year period and will expire on November 1, 2029.

Represents the grant date fair value of stock awards and option awards granted during 2019. For restricted stock unit awards, this number is calculated by multiplying the fair market value of our common stock on the date of grant by the number of shares awarded. For stock option awards, this number is determined using the Black-Scholes option pricing model. For additional information regarding the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC.


⁽²⁾	~~Outstanding stock options issued to Ms. Hamilton were comprised of 20,000 stock options granted on November 1, 2019 that vest ratably over a three-year period and will expire on November 1, 2029.~~


⁽³⁾	Ms. Hamilton was appointed to the Board of Directors as of November 1, 2019. Ms. Hamilton was awarded a one-time grant of 20,000 stock options at the time she was appointed to the Board of Directors in keeping with the Company's long-standing practice.

Director Stock Ownership Guidelines

The Company requires each of our independent, Class II Directors to own at least $250,000 worth of our common stock (with new members having 5five years from the date they join the Board of Directors to meet the guidelines). These guidelines are designed to align the Class II Directors' long-term financial interests with those of stockholders. As of December 31, ~~2019,~~2021, all of our independent directors satisfied the stock ownership guidelines.

For the purposes of meeting this minimum stock ownership requirement, each time-based restricted stock unit is considered as a share of common stock. Stock options and unvested performance-based restricted stock units are not considered towards meeting this requirement.

The Compensation Committee reviews ownership levels of our Directors annually. The requirements for our independent Directors, as well as the average actual ownership levels at December 31, ~~2019~~2021 of our independent directors, are set forth in the table below. ~~All~~

Table of ~~our independent Directors have met the required guidelines.~~Contents

Anti-Pledging and Hedging Policies

The Company has an anti-pledging policy prohibiting all non-management Directors and executive officers of the Company from holding any shares of the Company’s stock in a margin account and from pledging any such stock as collateral for any loan. Hedging the Company's stock is generally permitted within prescribed trading windows and otherwise in accordance with the Company's Insider Trading Policy.

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Proposal 2 - Approval, on an ~~advisory basis,~~Advisory Basis, of ~~Named~~ Executive Officer Compensation

As required by Section 14A of the Exchange Act, the Company seeks approval, on an advisory basis, from its stockholders of the compensation of its ~~named~~ executive officers as described in the Compensation Discussion and Analysis section beginning on page 20 and the Summary Compensation Table and supporting tables and information beginning on page 34. The Company designed its compensation programs to help recruit, retain and motivate key executives to deliver the successful operating, financial, and stockholder value performance expected by its investors. The Compensation Committee strongly believes that executive compensation, both pay opportunities and pay actually realized, should be tied to Company performance. In ~~2019,~~2021, over ~~71%~~77% of our CEO's total compensation was in the form of annual and long-term incentives that were tied to the Company's operating results and stock price. Our other NEOs, on average, received approximately ~~59%~~63% of their total ~~2019~~2021 compensation pursuant to the same annual and long-term incentives. At last year’s Annual Meeting ~~of Stockholders~~ held on June ~~4, 2019,~~8, 2021, the say-on-pay advisory vote was overwhelmingly favorable, with approximately ~~91%~~93% of all ~~votes cast~~shares entitled to vote, voting in favor of approving our ~~named~~ executive officer compensation program. At the ~~June 5,~~ 2017 Annual Meeting, ~~of Stockholders,~~ 83% of the votes cast were in favor of holding future advisory votes on executive compensation every year. Accordingly, we will include an advisory vote on executive compensation in our proxy materials ~~ever~~every year at least until the next "Say on Frequency" ~~vote.~~vote, which will be no later than our 2023 Annual Meeting.

In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis section for a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions. In particular, you should consider the following factors, which are more fully discussed in the Compensation Discussion and Analysis:

•Historically we have operated in a highly competitive pricing environment. This past year was no different. It was also a year in which we continued to ~~address~~be impacted by the ~~punitive tariffs lodged against products made~~worldwide COVID-19 pandemic, supply chain and transportation issues and reductions in ~~China and the substantially completed the transition of many of our products that were manufactured in our China factories and destined for US distribution~~sales to our ~~factory in Mexico and to our contract manufacturer partners' locations outside of China. In addition, many of our customers continue to transition to next generation products.~~customers. At the same time, we continued to invest in new products that we believe will drive strong results in key financial metrics that correlate with long-term stockholder value.

•The great majority of executive pay is not guaranteed. The Company sets clear annual financial goals for corporate and business unit performance and differentiates its bonus awards based on individual achievement. Pay for performance is evident in the charts on pages 20 and 21 of this proxy statement.

Accordingly, we are asking our stockholders to vote "FOR" the following resolution:

"RESOLVED, that Universal Electronics Inc.'s stockholders hereby approve, on an advisory basis, the compensation of the ~~named~~ executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the "Compensation Discussion and Analysis," the compensation tables and any related material disclosed in Universal Electronic Inc.'s proxy statement."

This advisory vote on ~~named~~ executive officer compensation is not binding on us. However, the Board and the Compensation Committee value the opinion of our stockholders. To the extent there is a significant vote against this proposal, we will seek to determine the reasons for our stockholders' concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns when making future named executive officer compensation decisions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2 RELATING TO THE APPROVAL, ON AN ADVISORY BASIS, OF ~~NAMED~~ EXECUTIVE OFFICER COMPENSATION.

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COMPENSATION DISCUSSION AND ANALYSIS

This section provides a description of our executive compensation philosophy, programs and practices, the compensation decisions the Compensation Committee made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the following executives who were our named executive officers ("NEOs") in ~~2019:~~

2021:



Name		Title
Paul D. Arling		Chairman and Chief Executive Officer
Bryan M. Hackworth		Chief Financial Officer and Senior Vice President
~~David Chong~~Ramzi S. Ammari		~~Executive Vice President, Asia~~
~~Richard A. Firehammer, Jr.~~	Senior Vice President, ~~General Counsel~~Corporate Planning and ~~Secretary~~Strategy
Menno V. Koopmans		Senior Vice President, Global Sales
Joseph E. Miketo		Senior Vice President, Operations

Pay for Performance

Our compensation programs and practices are designed to help recruit, retain and motivate key executives so that they may deliver the successful operating, financial and stockholder value performance expected by our investors.

Performance-Based Compensation

The Compensation Committee believes that our compensation program and practices have been instrumental in supporting achievement of our operating success and performance for stockholders. The program emphasizes annual and long-term performance-based incentives so that the vast majority of our ~~NEOs'~~executive officers' total compensation is tied to the Company's financial or long-term stock price performance.

In ~~2019,~~2021, over ~~71%~~77% of our CEO's total target compensation was in the form of annual and long-term incentives that were tied to the Company's operating results or stock price. Our other ~~NEOs,~~executive officers, on average, received approximately ~~59%~~63% of their total ~~2019~~2021 target compensation in the same annual and long-term incentives.

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The Compensation Committee strongly believes that executive compensation pay opportunities and pay actually realized should be tied to Company performance on an absolute basis, relative to similar technology companies and on competitive pay standards. In addition, realized executive pay should be tied to performance in two key ways: (1) the Company's operating and financial performance and (2) the return to stockholders over time.

Operating Performance

Historically, we have operated in a highly competitive pricing environment. This past year was no different. It was also a year in which we continued to ~~address~~be impacted by the ~~punitive tariffs lodged against products made~~worldwide COVID-19 pandemic, supply chain and transportation issues and reductions in ~~China and substantially completed the transition of many of our products that were manufactured in our China factories and destined for U.S. distribution~~sales to our ~~factory in Mexico and to our contract manufacturer partners' locations outside of China. In addition, many of our customers continue to transition to next generation products.~~customers. At the same time, we continued to invest in new products that we believe will drive strong results in key financial metrics that correlate with long-term stockholder value.


(in millions, except per share amounts and percentages)	2017			2018			2019			2020			2021
Net Sales	$	695.8		$	680.2		$	753.5		$	614.7		$	601.6
Net Income (Loss)	$	(10.3)		$	11.9		$	3.6		$	38.6		$	5.3
Diluted EPS	$	(0.72)		$	0.85		$	0.26		$	2.72		$	0.39
Cash Flow from Operations	$	13.8		$	12.9		$	85.3		$	73.4		$	40.3
Gross Margin %	23.8		%	20.8		%	22.6		%	28.7		%	28.8		%
Operating Margin %	1.5		%	(0.2)		%	2.0		%	6.1		%	3.9		%
Return on Average Assets	(1.8)		%	2.0		%	0.6		%	7.2		%	1.0		%
Closing Y/E Stock Price	$	47.25		$	25.28		$	52.26		$	52.46		$	40.75

(in millions, except per share amounts and percentages) 2015 2016 2017 2018 2019
Net Sales $ 602.8
$ 651.4
$ 695.8
$ 680.2
$ 753.5
Net Income (Loss) $ 29.2
$ 20.4
$ (10.3 ) $ 11.9
$ 3.6
Diluted EPS $ 1.88
$ 1.38
$ (0.72 ) $ 0.85
$ 0.26
Cash Flow from Operations $ 26.1
$ 49.5
$ 13.8
$ 12.9
$ 85.3
Gross Margin % 27.7 % 25.2 % 23.8 % 20.8 % 22.6 %
Operating Margin % 5.9 % 3.9 % 1.5 % (0.2 )% 2.0 %
Return on Average Assets 6.1 % 4.0 % (1.8 )% 2.0 % 0.6 %
Closing Y/E Stock Price $ 51.35
$ 64.55
$ 47.25
$ 25.28
$ 52.26

Over the ~~5-year~~five-year period from ~~2015~~2017 to ~~2019,~~2021, the Company has generated ~~$187.6~~$225.7 million in cash flow from operations.

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Key strategic initiatives and related achievements for ~~2019~~2021 are listed below:



~~Strengthen and broaden our manufacturing capabilities by expanding our operations in Mexico and partnering with contract manufacturers located outside of China.~~	~~Transitioned the manufacturing of many of our products that are destined for US distribution from our China factories to our Mexico facility and to contract manufacturers located outside of China.~~
Continue to develop industry-leading technologies and products.		Research and development expenditures ~~increased 23.5% in 2019 compared to 2018~~remained relatively flat as we continued to develop advanced technologies designed to improve and simplify set-up and control features.
Continue to broaden our home control and automation product offerings.		Broadened our product portfolio and updated our library of device codes for new features and devices introduced worldwide.
Further penetrate international subscription broadcasting markets and increase our share with existing customers.		Increased sales with new and existing customers in international and domestic markets.
Acquire new customers in historically strong regions.		Acquired new customers in North America and Europe.
Seek acquisitions that compliment and strengthen our existing business.		Continued our search for acceptable acquisition candidates.

Return to Stockholders

The following chart shows how our total stockholder return ("TSR") compares to the S&P Small Cap 600 Index, the Nasdaq Composite Index and a consumer electronics peer group⁽¹⁾. The companies in the consumer electronics peer group compete in markets similar to those of the Company.

⁽¹⁾ Companies in the consumer electronics peer group are as follows: ~~TiVo~~Xperi Corporation (formerly ~~Rovi~~TiVo Corporation), Logitech International, Dolby Laboratories, Inc., and VOXX International Corp.

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Alignment between Executive Pay and Company Performance

The Compensation Committee believes that there should be a strong correlation between executive pay and Company performance. As indicated above, the Company’s executive compensation program included many features designed to maintain this alignment, while also protecting the Company against inappropriate risk taking and conflicts among the interests of the Company, its stockholders and its executives.

As explained above, approximately ~~71%~~77% of our CEO’s total ~~2019~~2021 target compensation was tied to performance in the form of annual cash incentives and long-term equity incentives. The following chart shows the historical alignment between our Chief Executive Officer's total annual compensation ("CEO Annual Compensation") and the Company's performance (measured as ~~total stockholder return ("TSR"))~~TSR) for the past five years.

CEO Annual Compensation for each year is the sum of salary received, actual annual incentive earned, all other compensation received (as set forth in the Summary Compensation Table), and year-end values of equity awards granted during the year. Equity award balances are valued at the year-end closing price of the Company’s stock in the respective year of grant and include restricted stock units and "in-the-money" stock options. TSR reflects the stock price appreciation since year-end ~~2014.~~2016.

The Compensation Committee believes that the relationship of our CEO’s Compensation to Total Stockholder Return demonstrates effective pay for performance in our executive compensation program.

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~~2019~~

2021 Pay Decisions

The Compensation Committee makes decisions for executive officer base salary and long-term incentive grants in January each year. At that time, final annual incentive awards are also confirmed based on prior year results relative to targets. In consideration of our performance, the Compensation Committee made the following decisions related to compensation for NEOs in ~~2019:~~2021:

~~None of our NEO's~~•Messrs. Koopmans and Miketo received an increase into their respective base ~~salary in 2019.~~salaries.

•Based on Company performance and our incentive plan funding schedule, no annual incentives were paid to our Chief Executive Officer and our NEOs for ~~2019~~2021 (please see the ~~2019~~2021 Performance Incentive Plan calculation chart on page 29).

•Made annual grants of stock options and restricted stock units on February ~~13, 2019~~11, 2021 at grant values that ~~decreased in~~were of equal value ~~by 13% and 8% when compared~~ to the ~~2018~~2020 grant for our Chief Executive Officer and decreased by 5% for certain of our other ~~NEOs, respectively.~~NEOs. See also table contained in the section titled "Long Term Incentives" on page 29.

Say on Pay

At our ~~June 4, 2019~~2021 Annual Meeting, approximately 93% of ~~Stockholders, approximately 91% of the votes cast were in favor of the advisory~~our shares entitled to vote ~~to approve~~approved our executive compensation. The Compensation Committee was pleased with this ~~overwhelming~~overwhelmingly favorable outcome and believes it conveyed our stockholders' support of the Compensation Committee's decisions and our existing executive compensation programs. Consistent with this support, the Compensation Committee did not make any changes as a direct result of this vote and decided to retain the core design of our executive compensation programs for the remainder of ~~2019~~2021 and in ~~2020,~~2022, as it believes the programs continue to attract, retain and appropriately incent senior management.

We also welcomed input on executive compensation as we interacted with stockholders on a number of matters throughout the year. The Board of Directors and the Compensation Committee duly consider stockholder input as well as the other factors discussed in this Compensation Discussion and Analysis and routinely review our executive compensation programs and practices.

In addition, at ~~the June 5,~~our 2017 Annual Meeting, ~~of Stockholders,~~ 83% of the votes cast were in favor of holding future advisory votes on executive compensation every year. Accordingly, we will include an advisory vote on executive compensation in our proxy materials every year at least until the next "Say-on-Frequency" vote, which will ~~be no later than~~take place at our 2023 Annual ~~Meeting of Stockholders.~~Meeting.

Summary of Executive Compensation Practices

Below we list executive compensation practices that we have implemented to appropriately structure our executive rewards and practices that we have not implemented because we do not believe they would serve our stockholders' long-term interests.

Corporate Governance and Best Practices

Consistent with our commitment to executive compensation best practices, the Company continued the following executive compensation practices for ~~2019:~~2021:

•Pay for performance by tying the vast majority of our executive compensation to achievement of annual operating and strategic goals and increases in stockholder value.

•No back-dating or repricing stock options.

•No defined benefit pension plan.

•No supplemental executive retirement plan.

•No tax gross-ups on employee benefits or perquisites.

•Competitive and reasonable post-employment and change in control provisions.

•Subject executives to stock ownership guidelines.

•Subject executives to clawback requirements.

•Prohibit executives from holding Company stock in margin accounts or pledging such stock as collateral for loans.

•Monitor potential risks relating to the Company's compensation policies and practices.

•Committee retention of an independent compensation consultant.

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Philosophy and Overview of Our Compensation Program

This section describes our executive compensation philosophy and provides an overview of our compensation program and the rationale for each component of the program.

Philosophy and Objectives

The Compensation Committee believes that stockholder interests are best advanced by attracting and retaining a high-performing management team. To promote this objective, the Compensation Committee was guided by the following underlying principles in developing our executive compensation program:

•Long-term commitment - The program should be designed to gain a long-term commitment from the proven, accomplished executives that lead our success. Our ~~NEOs~~executives have a combined total of approximately 92130 years with the Company, during which they have held different positions and have been promoted to increasing levels of responsibility due to their exceptional contributions.

•Pay-for-performance - A high proportion of total compensation should be at risk and tied to achievement of annual operating and strategic goals or increases in stockholder value.

•Equity emphasis - Long-term incentives should be provided annually in Company equity to encourage executives to plan and act with the perspective of long-term stockholders.

•Sustainable performance orientation - The mix of incentives provided should motivate sustainable growth in the value of Company.

•Focus on total compensation - Compensation opportunities should be considered in the context of total compensation relative to the pay practices of similar technology companies that compete with us for talent.

The Compensation Committee regularly evaluates the Company's compensation arrangements to assess whether they are appropriately structured to support these objectives and are effective in enabling the Company to attract and retain top talent in key leadership positions.

Program Overview

Our executive compensation program is simple in design and limited in scope. We provide only one low-cost executive benefit and no perquisites to our ~~NEOs~~executives located in the United States. Each program component and the rationale for it are highlighted below.



Element						Role and Purpose
Base salary						Provide competitive foundation for total compensation.
Annual incentives						Motivate and reward achievement of annual financial targets, which drive the valuation of our stock. Enforce accountability for individual performance through discretionary increases or reductions in awards as deemed appropriate.
Long-term incentives						Align executives with stockholders.
Retirement savings						Permit executives to participate in the Company's 401(k) plan to facilitate retirement saving.
Executive benefits						Provide for executives' families through supplemental life insurance policies.
Non-U.S. benefits						Consistent with competitive practice in the Netherlands, provided Mr. Koopmans with a pension and automobile prior to his move to the United ~~States. Consistent with competitive practices~~States in ~~Hong Kong, provide Mr. Chong with an automobile allowance.~~2019.

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How We Make Pay Decisions

This section describes the participants and process for setting executive compensation at the Company.

Role of Executive Officers in Setting Compensation

Each year management and the Board identify operating objectives that we believe need to be achieved for the Company to be successful. These objectives are derived largely from the Company's financial and strategic planning sessions led by the Chief Executive Officer, during which the Company's growth opportunities are analyzed and goals are established for the upcoming year. In addition to financial targets, the goals include qualitative strategic and operational objectives that are aimed at creating long-term stockholder value. Achievement of these objectives is considered in making pay decisions for the Chief Executive Officer and our other executive officers.

The Compensation Committee reviews all elements of compensation for the Chief Executive Officer based upon consideration of his contribution to the development and operating performance of the Company and competitive pay practices. The Compensation Committee develops and recommends pay changes for the Chief Executive Officer to the full Board of Directors for their approval. The Compensation Committee considers the recommendations of the Chief Executive Officer in establishing compensation for all other ~~NEOs.~~executives. Throughout the process, the Compensation Committee also considers input from our independent compensation consultant as it deems necessary and advisable.

Compensation Consultant

The Compensation Committee has the authority to retain compensation consulting firms, including Pay Governance LLC, exclusively to assist it in the evaluation of executive officer and employee compensation and benefit programs. During 2019, the Compensation Committee retained Pay Governance LLC, a nationally-recognized independent compensation consulting firm, to assist in performing its duties. Pay Governance LLC advised the Company with respect to compensation trends and best practices, stockholder view of compensation practices, and proxy disclosure. SinceIn 2021, while the Compensation Committee retained the core design of ~~our last year’s~~the Company's executive compensation program itand, as such, the Compensation Committee did not request Pay Governance LLC or any other compensation consulting firm to conduct a detailed review and analysis of our executive compensation program. Rather, the Compensation Committee requested simple advice and counsel with respect to levels of specific components of the program. In addition, the Compensation Committee sought and obtained guidance from other sources as it deemed appropriate. While our adviser periodically consults with management in performing work requested by the Compensation Committee, Pay Governance LLC did not perform any separate additional services for ~~management.~~management during 2021.

The Compensation Committee has determined that Pay Governance LLC is independent and there was no conflict of interest resulting from retaining Pay Governance LLC. In reaching these conclusions, the Compensation Committee also considered the factors set forth in Rule 10C-1 of the Exchange Act and applicable listing standards.

The Chair of the Compensation Committee has announced that during 2022, the Committee will engage an independent compensation consulting firm to conduct a full study of our executive officer compensation, including the Company’s CEO, CFO, and all other executive officers (including the other NEOs) for purposes of assisting in the determination and establishment of the compensation of the Company’s CEO and all other executive officers for 2023.

Setting Executive Compensation for 2021

In determining base salary, target annual incentives and guidelines for equity awards, the Compensation Committee reviews total compensation using the ~~NEOs'~~executives' current level of compensation as the starting point. Decisions to change compensation consider:

•the scope and complexity of the functions each executive oversees;

•the contribution of those functions to our overall performance;

•individual capability and maturity in role;

•individual performance;

•role criticality and difficulty to replace the executive; and

•compensation practices of our peers.

The Chief Executive Officer assesses individual performance of each ~~NEO~~executive against established goals and expectations using criteria identified by the Compensation Committee. The Chief Executive Officer also provides the Compensation Committee with a self-assessment using the same criteria, including the following:

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•results on key financial metrics;

•achievement of strategic operating objectives such as mergers and acquisitions, technological innovations, and global expansion;

•advancement of commercial excellence through new or improved products and services, market leadership, and customer attraction and retention;

•achieving operational goals in areas such as productivity, efficiency and risk management;

•improving organizational excellence through employee practices and organization structure; and

•support of Company values such as integrity and high ethical standards.

The Compensation Committee reviews the Chief Executive Officer's assessments and approves an overall rating for the Chief Executive Officer and each of the other ~~NEOs.~~executives. The overall rating indicates the warranted placement of the individual executive in the lower, middle or upper third of the competitive market ranges for base salary, target annual incentive, guideline long-term incentive opportunity, and target total direct compensation (base salary, target annual incentive and guideline long-term equity award value).

Competitive market ranges are based on benchmark pay data for comparable positions. For an individual executive the midpoint of the range is anchored to the market 50th percentile, the low end of the range reflects the market 25th percentile, and the high end of the range reflects the market 75th percentile. This approach to setting pay is consistent with our intent of offering compensation that is contingent on performance and contributions to the Company yet competitive within the marketplace.

~~2019~~

2021 Total Direct Compensation Opportunity

Based on the Compensation Committee's review, the ~~2019~~2021 Total Direct Compensation opportunities of our NEOs were:


Executive	Base Salary		Target Annual Incentive as a % of Base Salary	Target Cash		Long-Term Incentives		Target Total Direct		Executive	Base Salary		Target Annual Incentive as a % of Base Salary	Target Cash (Base Salary + Annual Incentives)		Long-Term Incentives		Target Total Direct Compensation
Paul D. Arling	$	830,000	100%	$	1,660,000	$	1,300,000	$	2,960,000	Paul D. Arling	$	830,000	100%	$	1,660,000	$	2,100,000	$	3,760,000
Bryan M. Hackworth	$	340,000	70%	$	578,000	$	600,000	$	1,178,000	Bryan M. Hackworth	$	400,000	70%	$	680,000	$	600,000	$	1,280,000
David Chong ⁽¹⁾	$	331,560	60%	$	530,560	$	400,000	$	930,560
Richard A. Firehammer, Jr.	$	319,300	50%	$	479,300	$	—	$	479,300
Menno V. Koopmans ⁽²⁾	$	315,280	60%	$	504,280	$	200,000	$	704,280
Ramzi S. Ammari										Ramzi S. Ammari	$	400,000	60%	$	640,000	$	550,000	$	1,190,000
Menno V. Koopmans										Menno V. Koopmans	$	323,460	50%	$	485,460	$	300,000	$	785,460
Joseph E. Miketo										Joseph E. Miketo	$	338,460	50%	$	507,460	$	300,000	$	807,460

⁽¹⁾
~~David Chong's base salary was converted to U.S. Dollars using 7.835 HKD/USD.~~

⁽²⁾ Menno V. Koopmans transitioned from our Netherlands office to our Scottsdale office in August 2019 due to his change in position from Managing Director, EMEA to Senior Vice President, Global Sales. His base salary while residing in the Netherlands was converted to U.S. Dollars using 1.120 USD/EUR.

Elements of Executive Compensation

We generally allocate among the principal elements of our total compensation program (base salary, annual performance incentives, and long-term equity awards) based on market practices. This ensures that our compensation program is effective for attracting and retaining key leaders.

Base Salary

We review base salaries annually, and change them from time to time in consideration of performance, increased responsibilities, benchmark studies and ~~internal and external~~market competitiveness. During ~~2019, Mr.~~2021, Messrs. Koopmans and Miketo received a base salary ~~increase related~~increases of 3%, each. These increases were made to ~~his change in position from Managing Director, EMEA~~more closely align their base salaries to ~~Senior Vice President, Global Sales. None~~the median salaries of our ~~other NEOs received an increase in their base salary in 2019.~~peer group as previously identified.


Executive	2021 Base Salary		2020 Base Salary		Percent Change
Paul D. Arling	$	830,000	$	830,000	0%
Bryan M. Hackworth	$	400,000	$	400,000	0%
Ramzi S. Ammari	$	400,000	$	400,000	0%
Menno V. Koopmans	$	323,460	$	315,000	3%
Joseph E. Miketo	$	338,460	$	330,000	3%

Executive 2019 Base Salary 2018 Base Salary Percent Change
Paul D. Arling $ 830,000
$ 830,000
0%
Bryan M. Hackworth $ 340,000
$ 340,000
0%
David Chong HKD 2,597,660
HKD 2,597,660
0%
Richard A. Firehammer, Jr. $ 319,300
$ 319,300
0%
Menno V. Koopmans ⁽¹⁾
$ 315,280
$ 236,240
33%

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⁽¹⁾	Menno V. Koopmans transitioned from our Netherlands office to our Scottsdale office in August 2019 due to his change in position from Managing Director, EMEA to Senior Vice President, Global Sales. His base salary while residing in the Netherlands was converted to U.S. Dollars using 1.120 USD/EUR. His base salary during 2018 was converted to U.S. Dollars using 1.181 USD/EUR.

Annual Incentives

Our ~~NEOs~~executives participate in the Universal Electronics Inc. Annual Performance Incentive Plan (the "Performance Incentive Plan"). Within 90 days after the commencement of the year, the Compensation Committee identifies the executive officers who will participate in the Performance Incentive Plan for that year and establishes the annual performance criteria.

In ~~2019,~~2021, the Performance Incentive Plan payment for ~~NEOs~~executives was determined in two steps. First, the Preliminary Annual Incentive was calculated using the following formula:

Base Salary x Target Annual Incentive % x Company Performance Factor

The Preliminary Annual Incentive may be modified in the discretion of the Compensation Committee in consideration of individual performance.

Company Performance Factor. For ~~2019,~~2021, the Compensation Committee selected Adjusted Non-GAAP Diluted Earnings Per Share ("EPS") as the appropriate performance measure for the Performance Incentive Plan. Adjusted Non-GAAP Diluted EPS may be found in our press releases related to our quarterly and annual earnings releases and excludes the following items:

•Amortization and depreciation expense relating to acquired assets;

•Stock-based compensation;

•Excess manufacturing overhead and factory transition costs;

~~Impact~~•Impairment of ~~the additional Section 301 U.S. tariffs~~China-based fixed assets;

•Gain on ~~products manufactured in China and imported into the U.S. and the costs~~release of ~~implementing countermeasures to mitigate this impact;~~

~~Impairment expenses related to the disposal of the Company's~~ Ohio call ~~center;~~center guarantee;

•Loss on sale of our Argentina subsidiary;

•Litigation costs;

•Employee related restructuring and other costs;

•Changes in the value of contingent consideration; ~~and~~

•Foreign currency gains and ~~losses.~~losses; and

•Tax effects of the above adjustments.

Adjusted Non-GAAP Diluted EPS is a reflection on the operating performance of the Company and directly influences return to stockholders. In addition, management and stockholders use Adjusted Non-GAAP Diluted EPS to value the Company.

Given the challenging economic environment and after taking into consideration that the actual Adjusted Non-GAAP Diluted EPS for ~~2018~~2020 was ~~$2.11,~~$3.76, the Compensation Committee established an Adjusted Non-GAAP Diluted EPS of ~~$2.74~~$4.10 for Performance Incentive Plan funding at target levels for ~~2019.~~2021. In the course of determining the Adjusted Non-GAAP Diluted EPS target, the Compensation Committee concluded that its achievement was substantially uncertain. Actual ~~2019~~2021 Adjusted Non-GAAP Diluted EPS of ~~$3.55~~$3.59 resulted in a Company Performance Factor of ~~200%~~0% (as shown below) and therefore no annual incentives were paid under the Performance Incentive Plan.

The following table shows the percentage of target funding for the various levels of performance and shows, for each NEO, the amount of his annual incentive as a percentage of base salary paid at each performance level:


	Threshold	Target	Maximum	Actual
EPS(1)	$3.70	$4.10	$4.40	$3.59
Percent of Target Funding	50%	100%	200%	0%
Paul D. Arling	50%	100%	200%
Bryan M. Hackworth	35%	70%	140%
Ramzi S. Ammari	30%	60%	120%
Menno V. Koopmans	25%	50%	100%
Joseph E. Miketo	25%	50%	100%

Threshold Target Maximum Actual
EPS⁽¹⁾
$2.45 $2.74 $2.95 $3.55
Percent of Target Funding 50% 100% 200% 200%
Paul D. Arling 50% 100% 200%
Bryan M. Hackworth 35% 70% 140%
David Chong 30% 60% 120%
Richard A. Firehammer, Jr. 25% 50% 100%
Menno V. Koopmans 30% 60% 120%
(1)Adjusted Non-GAAP diluted EPS targets are inclusive of Performance Incentive Plan amounts funded.


⁽¹⁾	~~Adjusted Non-GAAP diluted EPS targets are inclusive of Performance Incentive Plan amounts funded.~~

Individual Performance Factor. The Compensation Committee also evaluates individual performance in determining the final incentive awards for our ~~NEOs.~~executives. In making this evaluation, the Chief Executive Officer provides his assessment of the other ~~NEOs~~

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executives as input to the Compensation Committee's evaluations. This assessment is described above in "Setting Executive Compensation."

The ~~2019~~2021 Performance Incentive Plan award calculations for our NEOs are indicated in the following table:


Executive	Base Salary		Target Annual Incentive %	Target Annual Incentive		Company Performance Factor	Individual Performance Rating	Actual Annual Incentive Award		Executive	Base Salary		Target Annual Incentive %	Target Annual Incentive		Company Performance Factor	Individual Performance Rating (1)	Actual Annual Incentive Award
Paul D. Arling	$	830,000	100%	$	830,000	200%	100.0%	$	1,660,000	Paul D. Arling	$	830,000	100%	$	830,000	0%	N/A	$	—
Bryan M. Hackworth	$	340,000	70%	$	238,000	200%	100.0%	$	476,000	Bryan M. Hackworth	$	400,000	70%	$	280,000	0%	N/A	$	—
David Chong	$	331,560	60%	$	199,000	200%	100.5%	$	400,000
Richard A. Firehammer, Jr.	$	319,300	50%	$	160,000	200%	62.5%	$	200,000
Ramzi S. Ammari										Ramzi S. Ammari	$	400,000	60%	$	240,000	0%	N/A	$	—
Menno V. Koopmans	$	315,280	60%	$	189,000	200%	62.2%	$	235,000	Menno V. Koopmans	$	323,460	50%	$	162,000	0%	N/A	$	—
Joseph E. Miketo										Joseph E. Miketo	$	338,460	50%	$	169,000	0%	N/A	$	—

(1) Since the Company Performance Factor was zero (0), there were no incentive awards given, thus no need to provide an Individual Performance Rating.

Long-Term Incentives

The Compensation Committee sets guideline award levels for long-term equity compensation for participating executives, including our NEOs. The ~~2019~~2021 guidelines were expressed as grant values and in determining such values, the Committee members used ~~a survey of our Peer Group's pay practices. The guidelines were established to generally reflect~~ the ~~median~~same grant values ~~of our Peer Group.~~as determined in 2020.

Each executive's actual grant value of long-term equity compensation relative to the guideline value is individually determined at the discretion of the Compensation Committee, after considering:

•the executive's skills, experience, long-term contributions, and potential; and

•individual and Company performance in the prior year.

Existing stock ownership levels are not a factor in award determination, as we do not want to discourage executives from holding our stock beyond the level of the established stock ownership guidelines.

Once the value of the long-term equity compensation award is determined, the Compensation Committee uses a mix of stock options and restricted stock units when making the annual long-term equity awards. The Compensation Committee believes that the use of these equity vehicles strikes an appropriate balance between rewarding increases in the market value of our Common Stock (stock options) and motivating retention with the Company (restricted stock units). In addition, restricted stock units provide executives the benefits of stock price increases while still carrying the risks that other stockholders assume for stock price declines.

The grant price of stock options and restricted stock units granted to our employees under our stock incentive plans is the average of the high and low trades of our stock on the grant date. The grant price of our ~~2019~~2021 equity grants to ~~Mr. Arling, Mr. Hackworth and Mr. Chong~~our NEO's was ~~$27.07~~$59.43 and the stock option Black-Scholes fair value was ~~$10.28. The grant price of our 2019 equity grant to Mr. Koopmans was $28.64.~~$23.97. We prohibit the re-pricing or backdating of stock options. Due to rounding in the number of shares granted, the amounts reported in the Summary Compensation Table may not reflect the exact same proportion of stock options and restricted stock units.

Our ~~2019~~2021 equity awards to the NEOs are indicated in the table below:


	Target Grant Value of all Equity Awards		Restricted Stock Units (Rounded)	Stock Options (Rounded)	Final Award Value
Executive					Restricted Stock Units		Stock Options		Actual Grant Value
Paul D. Arling	$	2,100,000	17,670	43,805	$	1,050,130	$	1,050,005	$	2,100,135
Bryan M. Hackworth	$	600,000	5,050	12,515	$	300,120	$	299,985	$	600,105
Ramzi S. Ammari	$	550,000	4,625	11,475	$	274,865	$	275,055	$	549,920
Menno V. Koopmans	$	300,000	2,525	6,260	$	150,060	$	150,050	$	300,110
Joseph E. Miketo	$	300,000	2,525	6,260	$	150,060	$	150,050	$	300,110

Target Grant Value of all Equity Awards Restricted Stock Units (Rounded) Stock Options (Rounded) Final Award Value
Executive Restricted Stock Units Stock Options Actual Grant Value
Paul D. Arling $ 1,300,000
24,015
63,230
$ 649,965
$ 650,005
$ 1,299,970
Bryan M. Hackworth $ 600,000
11,085
29,185
$ 300,015
$ 300,020
$ 600,035
David Chong $ 400,000
7,390
19,455
$ 200,010
$ 199,995
$ 400,005
Richard A. Firehammer, Jr. $ —
—
—
$ —
$ —
$ —
Menno V. Koopmans $ 200,000
6,984
—
$ 199,985
$ —
$ 199,985

Stock Option Features. Our ~~2019~~2021 stock option awards granted to our NEOs have a maximum seven-year term and are subject to a three-year vesting period (33.33% on February ~~13, 2020~~11, 2022 and 8.33% each quarter thereafter). We believe that this vesting schedule aids us in retaining executives and motivating long-term performance. Under the terms of our stock incentive plans, unvested stock options are forfeited if the executive voluntarily leaves the Company.

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Restricted Stock Unit Features. We determine the vesting schedule of each award after considering our performance, alignment, and retention objectives, as well as the financial impact of the award. Our ~~2019~~2021 restricted stock units granted to ~~Mr. Arling, Mr. Hackworth and Mr. Chong~~our NEOs are subject to a three-year vesting period (33.33% on February ~~13, 2020~~11, 2022 and 8.33% each quarter

thereafter)~~. Our 2019 restricted stock units granted to Mr. Koopmans are subject to a three-year vesting period (33.33% per year beginning February 19, 2020)~~. Under the terms of our stock incentive plans, unvested restricted stock units are forfeited if the executive voluntarily leaves the Company.

Post-Employment Compensation

We provide our ~~named~~ executive officers, including our NEOs with certain post-employment compensation and benefits, including change in control severance benefits, which are described below in the section entitled Potential Payments upon Termination or Change in Control. These change in control severance benefits are provided so that executives may focus on change in control transactions without concern for their personal financial situation.

Other Compensation

We provide certain executives who reside in the United States, including the NEOs, only one benefit beyond those in which all full-time employees in the United States participate. We believe this approach is reasonable and consistent with our overall executive compensation philosophy that emphasizes pay for performance.

These executives receive imputed income for company-paid supplemental life insurance policies above IRS limits for non-taxation. The Company does not provide a tax gross-up on the premiums paid on behalf of the ~~NEOs~~executives for their supplemental life insurance policies.

Executive Officer Stock Ownership Guidelines

The Company maintains stock ownership guidelines for our executive officers, including the NEOs. These guidelines are designed to align the executives' long-term financial interests with those of stockholders. The ownership guidelines are as follows:



Position						Value of Common Stock to be Owned
Chief Executive Officer						Four times base salary
Other executives, including the NEOs						One times base salary

For the purposes of meeting this minimum stock ownership requirement, each equivalent share of common stock held under our benefit plans and each time-based restricted stock unit is considered as a share of common stock. Stock options and unvested performance-based restricted stock units are not considered towards meeting this requirement.

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The Compensation Committee reviews ownership levels of our ~~NEOs~~executives annually. The requirements for our NEOs, as well as their actual ownership levels at December 31, ~~2019,~~2021, are set forth in the table below. ~~Four~~All five of our ~~five~~ NEOs have met the required guidelines.

Anti-Pledging and Hedging Policies

Peer Group

The Compensation Committee believes that it is appropriate to offer competitive total compensation packages to our executive officers in order to attract and retain top executive talent. The compensation peer group (the "Peer Group") allows the Compensation Committee to monitor the compensation practices of our primary competitors for executive talent. The Compensation Committee utilizes this information to establish pay ranges for our NEOs and each individual's pay is targeted within those market-based pay ranges in consideration of a range of factors as described earlier in this disclosure.

The Compensation Committee reviews and approves the Peer Group each year. The ~~2019~~2021 peer group consisted of the same 17 companies asin the ~~prior year's~~2020 peer ~~group.~~group, except that MTS Systems Corporation and ZAGG Inc. were removed from the peer group in 2021 because they were acquired.

The Compensation Committee believes that these companies are an appropriate peer group for comparison, as well as a group that is large and diverse enough so that any one company does not alter the overall analysis.

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Universal Electronics ~~2019~~2021 Executive Compensation Peer Group

Electronic Equipment &

Instruments

Electronic Manufacturing

Services

Electronic Components/

Household Appliances

Consumer Electronics

Cognex Corporation

CTS Corporation

Dolby Laboratories, Inc.

GoPro, Inc.

Coherent, Inc.

Kimball Electronics, Inc.

II-VI Incorporated

~~ZAGG Inc.~~

Daktronics Inc.

~~Methode~~Method Electronics, Inc.

iRobot Corporation

FARO Technologies Inc.

Littelfuse, Inc.

~~MTS Systems Corporation~~

~~Rogers Corporation~~

Novanta Inc.

Rogers Corporation

OSI Systems, Inc.

The 1715 companies in the Peer Group generally had ~~2019~~2021 revenue, market capitalization and total enterprise value (as of December 31, ~~2019)~~2021) in a relevant range around those of the Company as set forth below.


(in millions)	Revenue		Market Capitalization		Industry
Company
II-VI Incorporated	$	3,106	$	7,253	Electronic Components
Littelfuse, Inc.	$	2,080	$	7,751	Electronic Components
iRobot Corporation	$	1,565	$	1,776	Household Appliances
Coherent, Inc.	$	1,487	$	6,581	Electronic Equipment and Instruments
Kimball Electronics, Inc.	$	1,292	$	546	Electronic Manufacturing Services
Dolby Laboratories, Inc.	$	1,281	$	9,620	Systems Software
GoPro, Inc.	$	1,161	$	1,608	Consumer Electronics
OSI Systems, Inc.	$	1,147	$	1,672	Electronic Equipment and Instruments
Methode Electronics, Inc.	$	1,088	$	1,833	Electronic Manufacturing Services
Cognex Corporation	$	1,037	$	13,748	Electronic Equipment and Instruments
Rogers Corporation	$	933	$	5,113	Electronic Components
Novanta Inc.	$	707	$	6,277	Electronic Equipment and Instruments
Universal Electronics Inc.	$	602	$	534	Consumer Electronics
CTS Corporation	$	513	$	1,183	Electronic Manufacturing Services
Daktronics, Inc.	$	482	$	230	Electronic Equipment and Instruments
FARO Technologies, Inc.	$	338	$	1,275	Electronic Equipment and Instruments
Peer Group Median	$	1,117	$	1,804
Data source: Standard & Poors Capital IQ.



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY OVERVIEW		1
Proposal 1: Election of Directors		5
CORPORATE GOVERNANCE		9
Business Ethics — Code of Conduct		9
Director Independence		9
Leadership Structure		9
Risk Management		10
Communications with Directors		1011
~~Executive Sessions of Non-Management Directors~~		11
Board and Committee Self-Assessments	11
Board Committee Charters and ~~other~~Other Corporate Governance Materials		11
Stock Ownership Guidelines		11
Board Structure and Committee Membership		11
Board Composition and Diversity		14
~~Information About our Directors~~		15
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES	15
Non-Management Director Compensation		15
Non-Management Director Compensation Table		16
Director Stock Ownership Guidelines		17
Proposal 2: Approval, on an ~~advisory basis,~~Advisory Basis, of Named Executive Officer Compensation		19
COMPENSATION DISCUSSION AND ANALYSIS		20
Pay for Performance		20
Summary of Executive Compensation Practices		24
Philosophy and Overview of Our Compensation Program		25
How We Make Pay Decisions		26
Elements of Executive Compensation		27
Peer Group		31
Tax Deductibility of Compensation		32
Clawback Policy - Potential Impact on Compensation from Executive Misconduct		33
Compensation Committee Report		33
Summary Compensation Table		34
Grants of Plan-Based Awards in Fiscal ~~2019~~202 1		36
Outstanding Equity Awards at Fiscal ~~2019~~202 1 Year-End		37
Compensation Agreements		3839
Potential Payments upon Termination or Change in Control		3940
CEO Pay Ratio Disclosure		4443
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm		4544
RELATED PERSONS TRANSACTIONS		4746
Review and Approval of Related Persons Transactions		4746
Stock Ownership by Directors, Executive Officers and Other Beneficial Owners		4746
OTHER MATTERS		4847
Stockholder Proposals for this Annual Meeting and for the ~~2021~~202 3 Annual Meeting		4847
Other Business		49
ABOUT THE MEETING AND VOTING		49



Proposal One:						To elect Paul D. Arling as a Class I Director to serve on the Board of Directors until the next Annual Meeting of Stockholders to be held in ~~2021~~2023 or until the election and qualification of his successor; and to elect Satjiv S. Chahil, Sue Ann R. Hamilton, William C. Mulligan, ~~J.C. Sparkman, Gregory P. Stapleton,~~ Carl E. Vogel and Edward K. Zinser as Class II directors to serve on the Board of Directors until the Annual Meeting of Stockholders to be held in ~~2022~~2024 or until their respective successors are elected and qualified;

Proposal Two:						To approve, on an advisory basis, the compensation of our ~~named~~ executive officers;

Proposal Three:						To ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as our auditors for the year ending December 31, ~~2020;~~2022; and


To consider and act upon such other matters as may properly come before this Annual Meeting of Stockholders or any and all postponements or adjournments thereof.



By Order of the Board of Directors,

Richard A. Firehammer, Jr.
Senior Vice President, General Counsel
and Secretary



Independent Directors (1)	76 of 87	Fully Independent Board Committees	Yes
Independent Directors Meet Without Management	Yes
Board meetings held in ~~2019~~2021	67	Director Attendance (Board and Committee)	>75%
Stock Ownership Guidelines for Outside Directors¹ (2)	Yes	Minimum Ownership Requirement Met or Exceeded ¹(2)	100%
Board and Committee Self-assessments	Yes	Code of Conduct for Directors, Officers & Employees	Yes
Executive Sessions of Outside Directors	Yes	Risk Management Review	Yes
Anti-pledging Policy	Yes	Inside Director Elected Annually	Yes



Name	Age	Independent	Audit	Compensation	Corporate Governance and Nominating	Other Public Company Boards
Paul D. Arling Chairman and Chief Executive Officer	57
Satjiv S. Chahil Innovations Advisor and Social Entrepreneur	69	þ		£	£
Sue Ann R. Hamilton Founder and Owner, Hamilton Media LLC	59	þ				1
William C. Mulligan Managing Director, Primus Capital Funds	66	þ	£		ø	1
J. C. Sparkman Retired Executive Vice President and Chief Operating Officer Telecommunications, Inc. ["TCI"]	87	þ		ø	£	2
Gregory P. Stapleton Founder and Owner, Falcon One Enterprises	73	þ		£
Carl E. Vogel Industry Advisor, KKR & Co., LP Senior Advisor, Dish Network	62	þ	£			4
Edward K. Zinser Financial Executive and Chief Financial Officer	62	þ	ø



Sincerely yours,

Paul D. Arling
Chairman and Chief Executive Officer



	What We Do		What We Don't Do
ü	Tie the vast majority of our executive compensation to achievement of annual operating and strategic goals and increases in stockholder value.	ý	Back-date or reprice options.
ü	Competitive and reasonable post-employment and change in control provisions.	ý	Defined benefit or supplemental executive retirement plans.
ü	Stock ownership requirements (4x base salary for CEO; 1x base salary for other ~~named~~ executive officers).	ý	Tax gross-ups on employee benefits or perquisites.
ü	Broad clawback policy.	ý	Margin accounts and pledging stock.
ü	Independent compensation consultant.	ý	No full vesting of equity awards upon retirement.


(in millions, except per share amounts and percentages)	2015			2016			2017			2018			2019			(in millions, except per share amounts and percentages)	2017			2018			2019			2020			2021
Net Sales	$	602.8		$	651.4		$	695.8		$	680.2		$	753.5		Net Sales	$	695.8		$	680.2		$	753.5		$	614.7		$	601.6
Net Income/(Loss)	$	29.2		$	20.4		$	(10.3	)	$	11.9		$	3.6		Net Income/(Loss)	$	(10.3)		$	11.9		$	3.6		$	38.6		$	5.3
Diluted EPS	$	1.88		$	1.38		$	(0.72	)	$	0.85		$	0.26		Diluted EPS	$	(0.72)		$	0.85		$	0.26		$	2.72		$	0.39
Cash Flow from Operations	$	26.1		$	49.5		$	13.8		$	12.9		$	85.3		Cash Flow from Operations	$	13.8		$	12.9		$	85.3		$	73.4		$	40.3
Gross Margin %	27.7		%	25.2		%	23.8		%	20.8		%	22.6		%	Gross Margin %	23.8		%	20.8		%	22.6		%	28.7		%	28.8		%
Operating Margin %	5.9		%	3.9		%	1.5		%	(0.2		)%	2.0		%	Operating Margin %	1.5		%	(0.2)		%	2.0		%	6.1		%	3.9		%
Return on Average Assets	6.1		%	4.0		%	(1.8		)%	2.0		%	0.6		%	Return on Average Assets	(1.8)		%	2.0		%	0.6		%	7.2		%	1.0		%
Closing Y/E Stock Price	$	51.35		$	64.55		$	47.25		$	25.28		$	52.26		Closing Y/E Stock Price	$	47.25		$	25.28		$	52.26		$	52.46		$	40.75



Paul D. Arling Chairman and Chief Executive Officer Director since 1996 Age: 5759						Paul D. Arling is our Chairman and Chief Executive Officer. He joined us in May 1996 as Chief Financial Officer and was named to our Board of Directors in August 1996. He was appointed President and Chief Operating Officer in September 1998, was promoted to Chief Executive Officer in October 2000 and appointed as Chairman in July 2001.

						Mr. Arling earned a Bachelor of Science degree and an MBA from ~~the~~The Wharton School of the University of Pennsylvania.

						At the ~~2019~~2021 Annual Meeting, ~~of Stockholders,~~ Mr. Arling was reelected as Chairman of the Company to serve until the ~~2020~~2022 Annual ~~Meeting of Stockholders.~~Meeting.

						Mr. Arling, who has spent over 2426 years with UEI and who currently serves as Chairman and Chief Executive Officer, has an extensive, in-depth knowledge of the Company’s business, operations, opportunities and strategies. His wide-ranging roles throughout his career at UEI also provide him with significant leadership, corporate strategy, manufacturing, retail, marketing and international experience in the wireless controls industry.

Satjiv S. Chahil Compensation Committee Corporate Governance and Nominating Committee Director since 2002 Age: 6971						Mr. Chahil is a Silicon Valley-based innovations advisor and social entrepreneur and global marketing ~~consultant. Since January 2010,~~consultant since 2011. Mr. Chahil ~~has been~~is a member of the board of directors of New Providence Acquisition Corp. III, a newly organized blank-check company formed to effect mergers, stock exchanges, reorganizations, and similar business combinations. At various dates until April 2011, Mr. Chahil was an ~~Executive Adviser~~executive adviser to several global ~~high tech~~high-tech companies, including Apple Corp, Hewlett-Packard, Beats Electronics, Blackberry (RIM), BMW, Starkey Hearing Technologies, and Sony Electronics. Prior to that, Mr. Chahil was the Senior Vice President-Marketing of Hewlett Packard's Personal Systems Group, and prior to that, he was advisor to the Chairman of Palm, Inc. (a manufacturer and marketer of handheld computing and mobile and wireless Internet solutions). Prior to that, Mr. Chahil held the top marketing positions at Palm, Newbridge Networks and Apple Computer. He also serves on the council of Trustees of the American India Foundation (www.aif.org).

						Mr. Chahil earned a bachelor's degree in commerce from Punjab University in Chandigarh, India and a master's degree from the American (Thunderbird) Graduate School of International Management in Arizona.

						Mr. Chahil has been a Class II Director of the Company since 2002. He also serves as a member of our Compensation and Corporate Governance and Nominating Committees. At the ~~2018~~2020 Annual Meeting, ~~of Stockholders,~~ Mr. Chahil was reelected as a Class II Director of the Company to serve until the ~~2020~~2022 Annual ~~Meeting of Stockholders.~~Meeting.

						Mr. Chahil provides our Board with proven leadership and business experience in the areas of digital convergence, new media and global marketing gained from serving in various executive management positions with multinational information technology, computing and wireless control companies and the extensive management and corporate governance experience gained from those roles.


Sue Ann R. HamiltonCompensation Committee (Chair) ~~Appointed as Director in November 2019 by recommendation of current Board Members and the~~ Corporate Governance and Nominating Committee Director since 2019 Age: 5961						Ms. Hamilton is Founder and Principal of ~~the consultancy~~ Hamilton Media LLC, which advises and represents major and emerging media and technology ~~companies.~~companies since 2007. In this role, Ms. Hamilton has served as Executive Vice President - Distribution and Business Development for AXS TV LLC, a partnership between founder Mark Cuban, AEG, Ryan Seacrest Media, Creative Artists Agency, and CBS. Prior to launching Hamilton Media, ~~in 2007,~~ she ~~was~~served as Executive Vice President of Programming for Charter Communications (a cable and internet provider) from 2003 until 2007. Before her work at Charter, she held numerous management positions at AT&T Broadband LLC and its predecessor, TCI, between 1993 and 2002. Early in her career, Ms. Hamilton was a partner at Chicago-based law firm Kirkland & Ellis, specializing in complex commercial transactions.



	~~Since 2018,~~ Ms. Hamilton ~~has~~also serves as member of the board of directors of Liberty Broadband Corporation (since December 2020). She previously served as ~~an independent director~~a member of the board of directors of GCI Liberty, Inc. ~~(GLIBA)~~(merged into Liberty Broadband Corporation in December 2020) and ~~is the chair of the compensation committee and a member of the audit and the nominating and corporate governance committees. She previously served as an independent director~~ of FTD Companies, Inc. ~~(FTDCQ) from 2014 through August 2019, where she was a member of the nominating and governance committee.~~ As representative of Mark Cuban Companies/Radical Ventures, she has been a board observer since 2012 for Philo, Inc., a privately held technology company.

		Ms. Hamilton graduated magna cum laude with a Bachelor of Arts from Carleton College and earned a Juris Doctorate from Stanford Law School, where she was Associate Managing Editor of the Stanford Law Review and Editor of the Stanford Journal of International Law.

		Ms. Hamilton has been a Class II Director of the Company since 2019. She also serves as Chair of our Compensation Committee and as a member of our Corporate Governance and Nominating Committee. At the 2020 Annual Meeting, Ms. Hamilton was ~~appointed~~reelected as a Class II Director of the Company ~~in November 2019~~ to serve until the ~~2020~~2022 Annual ~~Meeting of Stockholders.~~Meeting.

		Ms. Hamilton’s background as an executive in and advisor to the cable television industry for over 2628 years enable her to contribute extensive knowledge and strategic insights in technology, media and telecommunications to our board. In addition, her financial and legal experience strengthen our board’s collective qualifications, skills and attributes. Her experience gained from membership on the boards of public and privately-held companies gives the company the benefit of observed best practices in corporate governance.

William C. Mulligan Audit Committee Corporate Governance and Nominating Committee ~~(Chairman)~~(Chair) Director ~~since1992~~since 1992 Age: 6668		Mr. Mulligan has over 3035 years of experience in private equity ~~having joined~~with Primus Capital Funds and currently serves as Senior Advisor to the firm. Prior to joining Primus Capital Funds in 1985, ~~from McKinsey & Company, Inc.~~ Mr. Mulligan ~~serves as~~was a ~~Managing Director of Primus since 1987. Mr. Mulligan serves as~~consultant with McKinsey and Company. He is a director of ~~several private portfolio companies and~~ TFS Financial Corporation ~~(TFSL). Mr. Mulligan serves~~(NASDAQ:TFSL), serving on ~~the audit (chairman), compensation~~TFS' Executive, Compensation, and ~~executive committees of TFS.~~Audit Committees. Mr. Mulligan is also a ~~trustee~~board member of ~~The~~the Cleveland Clinic Foundation (serving on the Audit Committee), Land Trust Alliance, ~~and the~~ Western Reserve Land ~~Conservancy.~~ Conservancy, and Denison University. Mr. Mulligan earned a Bachelor of Arts in economics from Denison University and an MBA from the University of Chicago.

		Mr. Mulligan has been a Class II Director of the Company since 1992. He also serves as ~~Chairman~~Chair of our Corporate Governance and Nominating Committee and as a member of our Audit Committee. At the ~~2018~~2020 Annual Meeting ~~of Stockholders,~~, Mr. Mulligan was reelected as a Class II Director of the Company to serve until the ~~2020~~2022 Annual ~~Meeting of Stockholders.~~Meeting.

		Mr. ~~Mulligan provides our Board and our Corporate Governance and Nominating Committee, of which he is Chairman, with~~Mulligan’s extensive knowledge in the fields of financial services, investment banking, and accounting, risk management and his experience in legal and corporate governance areas and audit oversight gained from his membership on the boards and audit committees of other public ~~companies.~~

~~J.C. Sparkman~~ ~~Compensation Committee (Chairman)~~ ~~Corporate Governance and~~ ~~Nominating Committee~~ ~~Director since 1998~~ ~~Age: 87~~	Mr. Sparkman is an experienced public company board member. Since June 2005 he has served as a director of Liberty Global, Inc. (LBTYA) and is the chair of the compensation committee and a member of the nominating and corporate governancecompanies contribute significantly to our Board and the ~~succession planning committees of the Liberty Global Board of Directors. Prior to that~~Committees on which he was a director of Liberty Global’s predecessor, LGI International, from November 2004 to June 2005. In addition, since 1994, Mr. Sparkman has been a director of Shaw Communications, Inc. (SJR) and is a member of the executive and human resources and compensation committees of Shaw's Board of Directors. Mr. Sparkman has over 30 years of experience in the cable television industry. He was Executive Vice President and Chief Operating Officer of TCI for eight years until his retirement in 1995. During his over 26 years with TCI, he held various management positions of increasing responsibility, overseeing TCI's cable operations as that company grew through acquisitions, construction of new networks and expansion of existing networks into the largest multiple cable system operator in the United States at the time of his retirement. In addition, he co-founded Broadband Services, Inc., a provider of asset management, logistics, installation and repair services for telecommunications service providers and equipment manufacturers domestically and internationally. He served as chairman of the board and Co-Chief Executive Officer of Broadband Services until December 2003.

	Mr. Sparkman has been a Class II Director of our Company since 1998. He also serves as Chairman of our Compensation Committee and as a member of our Corporate Governance and Nominating Committee. At the 2018 Annual Meeting of Stockholders, Mr. Sparkman was reelected as a Class II Director of the Company to serve until the 2020 Annual Meeting of Stockholders.

	Mr. Sparkman's significant background as an executive and board member and his particular knowledge of, and experience with, all aspects of cable television operations contribute to our board's consideration of operational developments and strategies, provide insight into other public company board practices and strengthen our board's collective qualifications, skills and attributes.

~~Gregory P. Stapleton~~ ~~Compensation Committee~~ ~~Director since 2008~~ ~~Age: 73~~	Mr. Stapleton is the founder and owner of Falcon One Enterprises LLC, a private equity firm that invests in early stage technology companies, since 2005. Prior to that, Mr. Stapleton was the President of Harman International where, he also served as its Chief Operating Officer. He was a director of Harman International from 1997 until his retirement in 2004. Prior to joining Harman, Mr. Stapleton held various leadership positions, including Senior Vice President Venture Capital at General Electric.

	~~Mr. Stapleton earned a Bachelor of Science in aerospace engineering from Penn State University.~~

	Mr. Stapleton has been a Class II Director of our Company since 2008. He also serves as a member of our Compensation Committee. At the 2018 Annual Meeting of Stockholders, Mr. Stapleton was reelected as a Class II Director of the Company to serve until the 2020 Annual Meeting of Stockholders.

	Mr. Stapleton provides the Board with extensive management experience, which includes his former role as President and COO of a multinational provider of premium audio and infotainment solutions, and his extensive management, finance and corporate governance experience gained from that role.

Carl E. Vogel Audit Committee Director since 2009 Age: 6264		Mr. Vogel has been a senior, C-suite executive in the media, technology and telecom sectors for over 30 years. Mr. Vogel is ~~a private investor and since October 2014, is~~also an industry advisor for ~~KKR~~Kohlberg Kravis Roberts & Co. ~~Inc. In addition,~~ L.P., a global investment company that offers alternate asset management and capital markets and insurance solutions and for Mill Point Capital, a middle market private equity firm. Mr. Vogel isalso served as Senior Advisor and director of DISH Network Corporation (NASDAQ:DISH), a ~~senior advisor to~~leading satellite television provider until May 2021. He was also the Vice Chairman of DISH Network Corporation (formerly EchoStar Communications Corporation, a ~~leading~~ satellite delivered digital television ~~provider~~services provider) from June 2005 until March 2009 and ~~a member of its Board of Directors. Prior to becoming a senior advisor, Mr. Vogel served as~~ President ~~of DISH Network Corporation~~ from September 2006 until February ~~2008, and~~2008. From October 2007 to March 2009, he served as ~~its~~ Vice Chairman ~~from June 2005 until March 2009. Prior to that, from October 2007 until March 2009,~~and Senior Advisor at EchoStar Corp (a developer of set-top boxes and other electronic technology). Mr. Vogel ~~served as the Vice Chairman of the Board of Directors of and a senior advisor to EchoStar Communications Corporation. From 2001 until 2005, he served as~~was also President, Chief Executive Officer and a director of Charter Communications (NASDAQ:CHTR), a ~~leading cable television and~~ broadband service ~~provider. Prior to~~provider in the U.S, from October 2001 until January 2005. Before joining Charter, Mr. Vogel served in various executive capacities with Liberty Media Corporation affiliated companies. ~~Mr. Vogel is the sole shareholder of Bulldog Capital Partners, Inc., providing advisory services and strategic consulting for media companies and media and telecom focused private equity investors.~~

		Mr. Vogel is also a ~~member of the Board of Directors~~Director of Shaw Communications, Inc. (since ~~2006)~~2006, Audit Committee (Chair), Executive Committee, and the Special Committee), Sirius XM Holdings Inc. NASDAQ:SIRI (since ~~2011),~~2011, Compensation Committee (Chair)) and AMC Networks Inc. NASDAQ:AMCX (since ~~2013)~~2013, Audit Committee (Chair)). ~~Mr. Vogel~~From time to time, he also serves as a ~~member~~director of ~~the audit committee of Shaw; chairman of the compensation committee of Sirius; and chairman of the audit committee of AMC Networks.~~private companies affiliated with private equity firms with whom he provides advisory services.

		Mr. Vogel received his Bachelor of Science degree from St. Norbert College, located in DePere, Wisconsin with an emphasis in finance and accounting, and was ~~a former~~formerly an active Certified Public Accountant.

		Mr. Vogel has been a Class II Director of our Company since 2009. He also serves as a member of our Audit Committee. At the ~~2018~~2020 Annual Meeting, ~~of Stockholders,~~ Mr. Vogel was reelected as a Class II Director of the Company to serve until the ~~2020~~2022 Annual Meeting ~~of Stockholders.~~.

		As a result of his background, including his various high-level executive roles at DISH Network Corporation, Charter Communications Inc., and Liberty Media, Mr. Vogel brings to the Board demonstrated executive leadership capability and extensive knowledge of complex financial and operational issues facing large subscription broadcasting companies, as well as extensive management and corporate governance experience gained from those roles and from membership on the various boards of public and privately-held companies. Mr. Vogel also has extensive experience in reviewing financial statements as a result of his background as a certified public accountant and his roles as a chief executive and senior finance executive of public companies.



Edward K. Zinser Audit Committee (Chairman) Director since 2006 Age: 6264						Mr. Zinser served as a financial consultant from 2017 to present.From May 2014 to July 2016, Mr. Zinser was Executive Vice President and Chief Financial Officer of United Online, Inc. ~~(UNTD)~~(NASDAQ:UNTD) a provider of consumer services and products over the ~~Internet from May 2014 until July 2016.~~Internet. From January 2008 until November ~~2012,~~2014, Mr. Zinser served as Chief Financial Officer of Boingo Wireless, a leading Wi-Fi software and services provider. Prior to that, Mr. Zinser served as Executive Vice President and Chief Financial Officer of THQ, Inc., a worldwide publisher of interactive entertainment software. Prior to joining THQ, Mr. Zinser served as Executive Vice President and Chief Financial Officer of Vivendi Universal Games, a global publisher of entertainment and education software. Mr. Zinser has also served as President and Chief Operating Officer of Styleclick, Inc., Senior Vice President and Chief Financial Officer of Internet Shopping Network LLC, Executive Vice President and Chief Financial Officer of Chromium Graphics, Inc., and in various senior financial positions with The Walt Disney Company.

						Mr. Zinser earned a Bachelor of Science in business management from Fairfield University and an MBA in finance from the University of Chicago.

						Mr. Zinser has been a Class II Director of our Company since 2006. He also serves as ~~Chairman~~Chair of our Audit Committee. At the ~~2018~~2020 Annual Meeting, ~~of Stockholders,~~ Mr. Zinser was reelected as a Class II Director of the Company to serve until the ~~2020~~2022 Annual ~~Meeting of Stockholders.~~Meeting.


						Mr. Zinser provides our Board and our Audit Committee, of which he is Chairman, with extensive knowledge in the fields of finance and accounting, his knowledge of investment banking, and his legal, corporate governance, and audit oversight experience gained from his various Chief Financial Officer positions ~~on the boards and audit committees~~ of other public companies.



Audit Committee of the Board of Directors

Edward K. Zinser — ~~Chairman~~Chair
William C. Mulligan
Carl E. Vogel

serves.


Board Diversity Matrix (as of April 1, 2022)
Total Number of Directors	7

Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	5	—	1

Part II: Demographic Background	Female	Male	Non-Binary	Did Not Disclose Gender
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	4	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	1


1.	~~A Board membership cash retainer equal to $50,000 ($12,500 paid quarterly),~~


2.	~~A Committee membership cash retainer as follows:~~


a.	~~Audit Committee membership - $10,000 ($2,500 paid quarterly),~~


b.	~~Compensation Committee membership - $10,000 ($2,500 paid quarterly),~~


c.	~~Corporate Governance and Nominating Committee membership - $5,000 ($1,250 paid quarterly), and~~


3.	~~A cash retainer for each committee chaired as follows:~~


a.	~~Audit Committee Chairman - $11,250 ($2,812.50 paid quarterly)~~


b.	~~Compensation Committee Chairman - $10,000 ($2,500 paid quarterly),~~


c.	~~Corporate Governance and Nominating Chairman - $6,000 ($1,500 paid quarterly), and~~


4.	An award of 5,000 shares of our common stock (which number of shares may be reduced when determined by the Board to be necessary and appropriate), but in no event may the dollar value of such share award exceed $500,000, which vests ratably each quarter during the fiscal year awarded.


Name of Director	Year	Fees Earned or Paid in Cash ⁽¹⁾ ($)	Stock Awards ⁽²⁾ ($)	Option Awards ⁽³⁾ ($)	Total Compensation ($)	Name of Director	Year	Fees Earned or Paid in Cash (1) ($)	Stock Awards (2) ($)	Option Awards ($)	Total Compensation ($)
Satjiv S. Chahil	2019	65,000	206,250	—	271,250	Satjiv S. Chahil	2021	65,000	243,525	—	308,525
Sue Ann R. Hamilton ⁽⁴⁾	2019	8,333	176,130	415,200	599,663
Sue Ann R. Hamilton						Sue Ann R. Hamilton	2021	75,000	243,525	—	318,525
William C. Mulligan	2019	71,000	206,250	—	277,250	William C. Mulligan	2021	71,000	243,525	—	314,525
J. C. Sparkman	2019	75,000	206,250	—	281,250
Gregory P. Stapleton	2019	60,000	206,250	—	266,250	Gregory P. Stapleton	2021	60,000	243,525	—	303,525
Carl E. Vogel	2019	60,000	206,250	—	266,250	Carl E. Vogel	2021	60,000	243,525	—	303,525
Edward K. Zinser	2019	71,250	206,250	—	277,500	Edward K. Zinser	2021	71,250	243,525	—	314,775


⁽⁴⁾	Ms. Hamilton was appointed to the Board of Directors as of November 1, 2019. Ms. Hamilton was awarded a one-time grant of 20,000 stock options at the time of appointment to the Board of Directors in keeping with the Company's long-standing practice.


Name of Director	Year	Annual Retainers ($)	Committee Chair Fees (1) ($)	Committee Membership Fees ($)	Total ($)
Satjiv S. Chahil	2021	50,000	—	15,000	65,000
Sue Ann R. Hamilton	2021	50,000	10,000	15,000	75,000
William C. Mulligan	2021	50,000	6,000	15,000	71,000
Gregory P. Stapleton	2021	50,000	—	10,000	60,000
Carl E. Vogel	2021	50,000	—	10,000	60,000
Edward K. Zinser	2021	50,000	11,250	10,000	71,250



Name of Director	Year	Annual Retainers⁽²⁾ ($)	Committee Chair Fees ⁽¹⁾ ($)	Committee Membership Fees($)	Total ($)
Satjiv S. Chahil	2019	50,000	—	15,000	65,000
Sue Ann R. Hamilton ⁽²⁾	2019	8,333	—	—	8,333
William C. Mulligan	2019	50,000	6,000	15,000	71,000
J. C. Sparkman	2019	50,000	10,000	15,000	75,000
Gregory P. Stapleton	2019	50,000	—	10,000	60,000
Carl E. Vogel	2019	50,000	—	10,000	60,000
Edward K. Zinser	2019	50,000	11,250	10,000	71,250



Name of Director	Restricted Stock Unit Awards Granted During 2019 (#)	Option Awards Granted During 2019 (#)	Grant Date Fair Value of Stock and Option Awards Granted During 2019 ⁽¹⁾ ($)	Stock Awards Outstanding at Year End (#)	Option Awards Outstanding at Year End (#) ⁽²⁾
Satjiv S. Chahil	5,000	—	206,250	2,500	—
Sue Ann R. Hamilton ⁽³⁾	3,333	20,000	591,330	2,500	20,000
William C. Mulligan	5,000	—	206,250	2,500	—
J. C. Sparkman	5,000	—	206,250	2,500	—
Gregory P. Stapleton	5,000	—	206,250	2,500	—
Carl E. Vogel	5,000	—	206,250	2,500	—
Edward K. Zinser	5,000	—	206,250	2,500	—



Executive	2019 Base Salary		2018 Base Salary		Percent Change
Paul D. Arling	$	830,000	$	830,000	0%
Bryan M. Hackworth	$	340,000	$	340,000	0%
David Chong	HKD	2,597,660	HKD	2,597,660	0%
Richard A. Firehammer, Jr.	$	319,300	$	319,300	0%
Menno V. Koopmans ⁽¹⁾	$	315,280	$	236,240	33%



Compensation Committee of the Board of Directors

~~J.C. Sparkman~~Sue Ann R. Hamilton — ~~Chairman~~Chair
Satjiv S. Chahil
Gregory P. Stapleton


Name and Principal Position	Year	Salary ($)	Stock Awards⁽¹⁾ ($)	Option Awards ⁽²⁾ ($)	Non-Equity Incentive Plan Compensation ⁽³⁾ ($)	All Other Compensation⁽⁴⁾ ($)	Total ($)	Name and Principal Position	Year	Salary ($)	Stock Awards (1) ($)	Option Awards (2) ($)	Non-Equity Incentive Plan Compensation (3) ($)	All Other Compensation (4) ($)	Total ($)
Paul D. Arling	2019	830,000	649,965	650,005	1,660,000	26,275	3,816,245	Paul D. Arling	2021	830,000	1,050,130	1,050,005	—	26,775	2,956,910
Chairman of the Board and	2018	830,000	749,990	750,005	—	23,025	2,353,020	Chairman of the Board and	2020	830,000	1,049,905	1,049,965	636,000	26,775	3,592,645
Chief Executive Officer	2017	830,000	749,892	749,984	—	22,775	2,352,651	Chief Executive Officer	2019	830,000	649,965	650,005	1,660,000	26,275	3,816,245
Bryan M. Hackworth	2019	340,000	300,015	300,020	476,000	24,913	1,440,948	Bryan M. Hackworth	2021	400,000	300,120	299,985	—	30,990	1,031,095
Senior Vice President and	2018	340,000	300,040	300,030	—	11,855	951,925	Senior Vice President and	2020	400,000	300,105	300,015	215,000	29,005	1,244,125
Chief Financial Officer	2017	340,000	300,020	300,033	—	11,605	951,658	Chief Financial Officer	2019	340,000	300,015	300,020	476,000	24,913	1,440,948
David Chong⁽⁵⁾	2019	331,560	200,010	199,995	400,000	6,740	1,138,305
Executive Vice President, Asia	2018	331,465	200,030	199,995	—	6,735	738,225
	2017	333,375	249,860	250,028	—	6,775	840,038
Richard A. Firehammer, Jr.	2019	319,300	—	—	200,000	31,995	551,295
Senior Vice President and	2018	319,300	—	—	—	19,925	339,225
General Counsel	2017	319,300	164,155	—	—	16,210	499,665
Menno V. Koopmans⁽⁶⁾	2019	315,280	199,985	—	235,000	17,010	767,275
Ramzi S. Ammari								Ramzi S. Ammari	2021	400,000	274,865	275,055	—	14,330	964,250
Senior Vice President,								Senior Vice President,	2020	400,000	274,940	274,970	184,000	44,330	1,178,240
Corporate Planning and Strategy								Corporate Planning and Strategy	2019	325,000	200,010	199,995	390,000	13,865	1,128,870
Menno V. Koopmans(5)								Menno V. Koopmans(5)	2021	323,460	150,060	150,050	—	—	623,570
Senior Vice President,	2018	236,240	149,910	150,015	—	31,120	567,285	Senior Vice President,	2020	315,000	250,025	150,010	107,000	—	822,035
Global Sales	2017	225,915	200,013	200,022	—	30,435	656,385	Global Sales	2019	315,280	199,985	—	235,000	17,010	767,275
Joseph E. Miketo								Joseph E. Miketo	2021	338,460	150,060	150,050	—	13,000	651,570
Senior Vice President,								Senior Vice President,	2020	330,000	150,055	150,010	140,000	13,000	783,065
Operations								Operations	2019	282,692	299,980	—	330,000	6,000	918,672


⁽³⁾	~~This column represents cash amounts earned under the Company's Performance Incentive Plan.~~


⁽⁴⁾	~~See the "All Other Compensation Table" for additional information.~~


⁽⁵⁾	Mr. Chong's salary and other compensation was paid in Hong Kong Dollars in 2019, 2018 and 2017 and was converted into U.S. Dollars using the average rate of 7.835 HKD, 7.837 HKD and 7.792 HKD per U.S. Dollar, respectively.



Name of Executive	Year	Premiums for Life Insurance⁽¹⁾ ($)	Contributions to Retirement Plan ($)	Leased Vehicle ($)	Other Benefits ($)	Total All Other Compensation ($)
Paul D. Arling	2019	13,775	12,500	—	—	26,275
	2018	13,775	9,250	—	—	23,025
	2017	13,775	9,000	—	—	22,775
Bryan M. Hackworth	2019	2,605	12,500	—	9,808	24,913
	2018	2,605	9,250	—	—	11,855
	2017	2,605	9,000	—	—	11,605
David Chong⁽²⁾	2019	—	—	6,740	—	6,740
	2018	—	—	6,735	—	6,735
	2017	—	—	6,775	—	6,775
Richard A. Firehammer, Jr.⁽³⁾	2019	7,215	12,500	—	12,280	31,995
	2018	7,215	9,245	—	3,465	19,925
	2017	7,215	8,995	—	—	16,210
Menno V. Koopmans⁽⁴⁾	2019	—	7,965	9,045	—	17,010
	2018	—	14,755	16,365	—	31,120
	2017	—	14,875	15,560	—	30,435