SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934



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For the Board of Directors of

Chairman and Chief Executive Officer

San Jose, California

April ~~20, 2018~~19, 2019

YOUR VOTE IS IMPORTANT

PLEASE VOTE AS PROMPTLY AS POSSIBLE.

Notice Regarding the Availability of Proxy Materials

Votes Required for Each Proposal

Proposal One - Election of Directors. You may vote “for,” “against” or “abstain” from voting for any or all of the ~~nine (9)~~seven (7) directors nominees. Pursuant to our Bylaws and our Corporate Governance Guidelines, any nominee for director in an uncontested election who receives a greater number of votes “against” his or her election than votes “for” such election shall submit his or her offer of resignation for consideration by our Nominating and

Corporate Governance Committee and our Board of Directors. The election of directors pursuant to this proposal is an uncontested election, and therefore, this majority voting standard applies.

Proposal Two - Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, ~~2018.~~2019. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm will require the affirmative

vote of a majority of the shares present at the annual meeting and entitled to vote, in person or by proxy. You may vote “for,” “against,” or “abstain” from voting on this proposal.

Proposal Three - Approval of the Non-Binding Advisory Proposal Regarding Executive Compensation. Approval of the non-binding advisory proposal regarding executive compensation will require the affirmative vote of a majority of the shares present at the annual meeting and entitled to vote, in person or by proxy. You may vote “for,” “against,” or “abstain” ~~from voting on this proposal.~~

~~Proposal Four - Approval of an Amendment to the NETGEAR, Inc. 2016 Equity Incentive Plan.~~ Approval of an amendment to the NETGEAR, Inc. 2016 Equity Incentive Plan will require the affirmative vote of a majority of the shares present at the annual meeting, in person or by proxy. You may vote "for," "against," or "abstain" from voting on this proposal.

Proxy Solicitation Costs

Deadline for Receipt of Stockholder Proposals or Director Nominations for ~~2019~~2020 Annual Meeting

As a stockholder, you may be entitled to present proposals for action at a forthcoming meeting if you comply with the requirements of the proxy rules established by the Securities and Exchange Commission. Proposals by our stockholders intended to be presented for consideration at our ~~2019~~2020 Annual Meeting must be received by us no later than December 21, ~~2018~~2019 (120 calendar days prior to the anniversary of the mailing date of this proxy statement), in order that they may be included in the proxy statement and form of proxy related to that meeting. The submission of the stockholder proposal does not guarantee that it will be included in our ~~2019~~2020 proxy statement.

The Securities and Exchange Commission rules establish a different deadline with respect to discretionary voting for stockholder proposals that are not intended to be included in a company's proxy statement. The proxy card grants the proxy holders discretionary authority to vote on any matter raised at the annual meeting. The discretionary vote deadline for our ~~2019~~2020 Annual Meeting is March ~~6, 2019,~~5, 2020, which is 45 calendar days prior to the anniversary of the mailing date of this proxy statement. If a stockholder gives notice of a proposal after the discretionary vote deadline, our proxy holders will be allowed to use their discretionary voting authority to vote against the stockholder proposal when and if the proposal is raised at our ~~2019~~2020 Annual Meeting.

In addition, our amended and restated bylaws establish an advance notice procedure with regard to specified matters, including stockholder proposals and director nominations, which are proposed to be properly brought before an annual meeting of stockholders. To be timely, a stockholder's notice shall be delivered no less than 120 days prior to the date of the annual meeting specified in the proxy statement provided to stockholders in connection with the preceding year's annual meeting, which is January 31, ~~2019~~2020 in connection with our ~~2019~~2020 Annual Meeting. In the event that no annual meeting was held in the previous year or the date of the annual meeting is changed by more than 30 days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder must be received not later than the 10th business day following the day notice of the date of the meeting was mailed or public disclosure was made, whichever occurs first.

In 2016, we amended our amended and restated bylaws to permit a stockholder, or group of up to 50 stockholders, owning continuously for at least three years shares of our common stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in our proxy statement director nominees constituting up to the greater of two directors or 20% of the total number of directors then serving on our Board of Directors, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in our amended and restated bylaws. Notice of such “proxy access” director nominees for our ~~2019~~2020 Annual Meeting must be received no earlier than November 21, ~~2018~~2019 (150 calendar days prior to the anniversary of the filing date of this definitive proxy statement) and no later than December 21, ~~2018~~2019 (120 calendar days prior to the anniversary of the filing date of this definitive proxy statement).

A stockholder's notice shall include the information required by our amended and restated bylaws. A copy of the full text of our amended and restated bylaws is available in the investor relations section of our website at www.netgear.com. Proposals or nominations should be sent to our Corporate Secretary, c/o NETGEAR, Inc., 350 East Plumeria Drive, San Jose, California 95134.

Stockholder Communications to Directors

Stockholders may communicate directly with any of our directors by writing to them c/o NETGEAR, Inc., 350 East Plumeria Drive, San Jose, California 95134. Unless the communication is marked “confidential,” our Corporate Secretary will monitor these communications and provide appropriate summaries of all received messages to the Chairperson of our Nominating and Corporate Governance Committee. Any stockholder communication marked “confidential” will be logged as “received” but will not be reviewed by the Corporate Secretary. Such confidential correspondence will be immediately forwarded to the Chairperson of the Nominating and Corporate Governance Committee for appropriate action. Where the nature of a communication concerns questionable accounting or auditing matters, such communication will be directed to the Audit Committee and our Corporate Secretary will log the date of receipt of the communication as well as (for non-confidential communications) the identity of the correspondent in the Company's records.

PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

The ~~nine (9)~~seven (7) nominees for election at the Annual Meeting of Stockholders are Patrick C.S. Lo, ~~Jocelyn E. Carter-Miller, Ralph E. Faison,~~ Jef T. Graham, Bradley L. Maiorino, Janice M. Roberts, Gregory J. Rossmann, Barbara V. Scherer ~~Julie A. Shimer, Grady K. Summers~~ and Thomas H. Waechter. If elected, they will each serve as a director until the Annual Meeting of Stockholders in ~~2019,~~2020, and until their respective successors are elected and qualified or until their earlier resignation or removal. In addition to the nominees listed above, Julie A. Shimer also currently serves as a member of the Board. During the Board's formal consideration of nominees in April 2019, Dr. Shimer indicated her intention not to stand for re-election at the 2019 Annual Meeting and to retire as a member of the Board at the end or her current term. Dr. Shimer will continue to serve on the Board until the 2019 Annual Meeting. We wholeheartedly thank Dr. Shimer for her years of service and her support of NETGEAR.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for election of all of the director nominees, all of whom currently serve as directors. In the event the nominees are unable or decline to serve as a director at the time of the annual meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. We are not aware that any nominee will be unable or will decline to serve as a director. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as to assure the election of the nominees listed above.

Information Concerning the Nominees ~~and Incumbent Directors~~

The names of the nominees and certain biographical information about them as of April ~~2, 2018~~1, 2019 are set forth below:


Name	Age	Office	Director Since	Age	Office	Director Since
Patrick C.S. Lo	61	Chairman and Chief Executive Officer/Nominee	2000	62	Chairman and Chief Executive Officer/Nominee	2000
Jocelyn E. Carter-Miller	60	Director/Nominee	2009
Ralph E. Faison	59	Director/Nominee	2003
Jef T. Graham	62	Director/Nominee	2005	63	Director/Nominee	2005
Bradley L. Maiorino				48	Director/Nominee	2018
Janice M. Roberts				63	Director/Nominee	2019
Gregory J. Rossmann	56	Director/Nominee	2002	57	Director/Nominee	2002
Barbara V. Scherer	62	Director/Nominee	2011	63	Director/Nominee	2011
Julie A. Shimer	65	Director/Nominee	2007
Grady K. Summers	41	Director/Nominee	2016
Thomas H. Waechter	65	Director/Nominee	2014	66	Director/Nominee	2014

Bradley L. Maiorino has served as one of our directors since July 2018. Since April 2017, Mr. Maiorino has served as an Executive Vice President at Booz Allen Hamilton Inc., a management and technology consulting firm. From June 2014 to April 2017, he served as Senior Vice President and Chief Information Security Officer at Target Corporation, the second largest general merchandise retailer in the United States. From July 2012 to June 2014, Mr. Maiorino was the Chief Information Security and Technology Risk Officer at General Motors Company, an automotive manufacturing and financing services company. Prior to that, from April 2001 to July 2012, he held various leadership roles in the technology organization of General Electric Company, a global digital industrial company, ultimately serving as Chief Information Security Officer for the company. Mr. Maiorino holds a B.S. degree in professional computer studies from Pace University. Mr. Maiorino brings more than 25 years of experience, with diverse business experience and a track record of building and leading global teams within Fortune 50 firms. He has a deep understanding of technology, security and risk management, and also has significant contacts and relationships in the technology and security community.

Janice M. Roberts has served as one of our directors since February 2019. Ms. Roberts is an experienced global technology executive and venture capitalist based in Silicon Valley, where her board experience spans public, private, and nonprofit organizations. Since April 2014, she has been a partner at Benhamou Global Ventures, where she invests in early stage “cross-border” companies including SaaS, AI-powered platforms, collaboration and IoT solutions. Ms. Roberts currently serves on the boards of RealNetworks, Inc., Zebra Technologies, Inc. and Zynga Inc., and was most recently a director of ARM Holdings Plc until its acquisition by the SoftBank Group in 2016. From 2000 to 2013, Ms. Roberts served as Managing Director of Mayfield Fund, where she continued as a venture advisor until 2014, investing in wireless, mobile, enterprise and consumer technology companies. From 1992 to 2000, Ms. Roberts was employed by 3Com Corporation (later acquired by Hewlett Packard), where she held various executive positions, including Senior Vice President of Global Marketing and Business Development, President of 3Com Ventures and President of the Palm Computing Business Unit. She also serves on the advisory board of Illuminate Ventures and is Co-Chair of GBx Global.org, a curated network of British entrepreneurs and senior technology executives in the San Francisco Bay Area. Ms. Roberts holds a Bachelor of Commerce degree (honors) from the University of Birmingham in the U.K. Ms. Roberts provides our Board with a valuable perspective based on her extensive executive and board-level experience with technology companies in multiple product areas and sectors, including networking and communications products, software, microprocessor technology, gaming and applications, spanning consumer, business and service provider markets.

Vote Required and Board of Directors' Recommendation

Board and Committee Meetings

Barbara V. Scherer (Chair)

Jocelyn E. Carter-Miller

Barbara V. Scherer (Chair)

Thomas H. Waechter (Chair)

Jocelyn E. Carter-Miller

Thomas H. Waechter (Chair)

Julie A. Shimer (Chair)

Grady K. Summers (Chair)

Bradley L. Maiorino (Chair)

Reviews disaster recovery capabilities

Our Board of Directors first adopted a written charter for the Audit Committee in August 2000. A copy of our current amended and restated Audit Committee charter is available in the investor relations section of our website at www.netgear.com. Our Board of Directors has determined that ~~each~~at least one member of the Audit Committee is an “audit committee financial expert,” as defined in the rules of the Securities and Exchange Commission. None of the members of the Audit Committee is an employee of NETGEAR. Ms. Scherer currently serves as Chair of our Audit Committee.

Compensation Committee

Nominating and Corporate Governance Committee

Cybersecurity Committee

Policy for Director Recommendations and Nominations

Corporate Governance Policies and Practices

Related Party Transactions

Review, approval or ratification of transactions with related parties

2018 Related Party Transactions

Stockholder Engagement

Board Leadership Structure

Lead Independent Director

Director Compensation

Annual Cash Retainers

Each non-employee member of the Board receives a $35,000 annual retainer. The lead independent director of the Board and members and chairpersons of each Board committee receive the additional annual retainers described below:

Lead Independent Director. The lead independent director receives an additional annual retainer of $25,000.

Audit Committee. Each member (including the chairperson) of the Audit Committee receives an annual retainer of $12,500, and the chairperson receives an additional annual retainer of $20,000.

Compensation Committee. Each member (including the chairperson) of the Compensation Committee receives an annual retainer of $7,500, and the chairperson receives an additional annual retainer of $10,000.

Cybersecurity Committee. Each member (including the chairperson) of the Cybersecurity Committee receives an annual retainer of $10,000, and the chairperson receives an additional annual retainer of $15,000.

Nominating and Corporate Governance Committee. Each member (including the chairperson) of the Nominating and Corporate Governance Committee receives an annual retainer of $5,000, and the chairperson receives an additional annual retainer of $6,000.

All retainers are paid on a quarterly basis following the end of each quarter and are pro-rated, as needed, for partial service during such period.

Annual RSU Grant. On an annual basis, each non-employee director ~~who has served on the Board for at least six months at the time of the Company’s annual stockholder meeting~~ is eligible to receive an annual grant of a number of restricted common stock units equal to $200,000 divided by the Nasdaq Stock Market closing price of the Company’s common stock on the date of the annual stockholder meeting (rounded down to the nearest whole share), which will become fully vested on the date of the following year’s annual stockholder meeting.

Initial RSU Grant. Upon joining the Board, each non-employee director is eligible to receive an initial grant of restricted common stock units, in an amount equal to the value of the annual $200,000 grant pro-rated based on the length of services provided from appointment/election to the Board until the following annual stockholder meeting. The restricted stock units will become fully vested on the date of the following year’s annual stockholder meeting.

Continuing Education

In order to encourage continuing director education, the Company also has established a budget for external director education of ~~$6,000~~$7,000 over a two-year period for each director. Directors serving on multiple boards are encouraged to obtain pro-rata reimbursement of their director education expenses from each corporation that they serve. Biennially, the Company arranges a specific continuing education session for the Board, as a whole, to attend in connection with one of its regularly scheduled meetings.

The Company’s non-employee directors are entitled to reimbursement for travel (first-class domestic and business-class international airfare) and other related expenses incurred in connection with their attendance at meetings of the Board and Board committees.

Fiscal Year ~~2017~~2018 Director Compensation

Director Stock Ownership Guidelines

Compensation Committee Interlocks and Insider Participation

Audit and Related Fees

Audit-Related Fees. ~~Consists~~Consists of fees billed for ~~consultations~~services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported above under the caption “Audit Fees.” In 2018, these fees included services relating to the review of Arlo's registration statement on Form S-1 and amendments thereto, comfort letter procedures and other matters in connection with ~~Sarbanes-Oxley compliance, acquisitions, as well as~~the Arlo IPO, audit of historical carve-out financial statements of Arlo, interim reviews of certain historical financial statements, fees related to carve-out accounting matters and presentation matters, and additional consultations concerning financial accounting and reporting standards.

Vote Required and Board of Directors' Recommendation

Stockholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required by our amended and restated bylaws or other applicable legal requirement. However, our Board of Directors is submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our Audit Committee and Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee at its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and in the best interests of our stockholders.

The affirmative vote by a majority of shares present in person or by proxy at the annual meeting and entitled to vote is required to approve this proposal. Our Board of Directors has unanimously approved this proposal and recommends that stockholders vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2018.~~2019.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Notwithstanding any statement to the contrary in any of our previous or future filings with the Securities and Exchange Commission, this report of the Audit Committee of our Board of Directors shall not be deemed “filed” with the Securities and Exchange Commission or “soliciting material” under the 1934 Act, and shall not be incorporated by reference into any such filings.

The Audit Committee, which currently consists of Barbara V. Scherer ~~Jocelyn E. Carter-Miller~~(Chair), Bradley L. Maiorino and ~~Grady K. Summers,~~Julie A. Shimer, evaluates audit performance, manages relations with our independent registered public accounting firm and evaluates policies and procedures relating to internal accounting functions and controls. Our Board of Directors first adopted a written charter for the Audit Committee in September 2000 and most recently amended it in April 2017, which details the responsibilities of the Audit Committee. This report relates to the activities undertaken by the Audit Committee in fulfilling such responsibilities.

The Audit Committee members are not professional auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee oversees NETGEAR's financial reporting process on behalf of our Board of Directors. NETGEAR's management has the primary responsibility for the financial statements and reporting process, including NETGEAR's systems of internal controls over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018. This review included a discussion of the quality and the acceptability of NETGEAR's financial reporting and internal control over financial reporting, including the clarity of disclosures in the financial statements.

The Audit Committee also reviewed with NETGEAR's independent registered public accounting firm, who are responsible for expressing an opinion on the conformity of NETGEAR's audited financial statements with U.S. generally accepted accounting principles ("GAAP"), their judgments as to the quality and the acceptability of NETGEAR's financial reporting and such other matters required to be discussed with the Audit Committee under generally accepted auditing standards in the United States, including those described in Auditing Standard No. 1301, "Communications with Audit Committees," as adopted and as may be amended from time to time by the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm such auditors' independence from management and NETGEAR, including the matters in such written disclosures required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence.

The Audit Committee further discussed with NETGEAR's independent registered public accounting firm the overall scope and plans for their audits. The Audit Committee meets periodically with the independent registered public accounting firm, with and without management present, to discuss any significant matters regarding internal control over financial reporting that have come to their attention during the audit, and to discuss the overall quality of NETGEAR's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to our Board of Directors and our Board of Directors approved that the audited financial statements and disclosures under “Management's Discussion and Analysis of Financial Condition and Results of Operations” be included in the Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, as filed with the Securities and Exchange Commission on February ~~16, 2018.~~22, 2019.

Respectfully submitted by:

THE AUDIT COMMITTEE

BARBARA V. SCHERER (CHAIR)

~~JOCELYN E. CARTER-MILLER~~BRADLEY L. MAIORINO

~~GRADY K. SUMMERS~~JULIE A. SHIMER

PROPOSAL THREE

APPROVAL OF NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

Executive compensation is an important matter for NETGEAR and our stockholders. This proposal gives our stockholders the opportunity to cast an advisory vote to approve compensation to our Named Executive Officers set forth in the Summary Compensation Table.

Our executive compensation programs aim to address a number of objectives, such as attracting and retaining highly qualified executive officers, rewarding individual contribution, loyalty, teamwork and integrity, and motivating our Named Executive Officers to achieve returns for our stockholders. We believe our compensation program is strongly aligned with the long-term interests of our stockholders. Furthermore, we believe that the various elements of our executive compensation program combine to promote our goal of ensuring that total compensation should be related to both NETGEAR's performance and individual performance.

We urge you to carefully read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement for additional information regarding our executive compensation, including our compensation philosophy and objectives, and the ~~2017~~2018 compensation of the Named Executive Officers. The following highlights important aspects of executive compensation with respect to our Named Executive Officers in fiscal year ~~2017:~~2018:

Approximately ~~75%~~86% of total target compensation for our Named Executive Officers is variable and tied to achievement of internal performance targets or Company performance;

We granted long-term equity awards that link the interests of our Named Executive Officers with those of our ~~stockholders;~~stockholders, including stock options that generally vest over four years and only increase in value with an increase in the market price of our common stock, restricted stock units that generally vest over four years and, in certain cases, performance-based restricted stock units that only start to vest upon the achievement of specific corporate goals;

Named Executive Officers are not entitled to any tax gross-up treatment on any severance, change-of-control benefits or other benefits; and

We have clawback provisions for the executive bonus plan for Named Executive Officers and stock option and restricted stock unit award agreements for Named Executive Officers.

We request stockholder approval of the compensation of our Named Executive Officers as disclosed pursuant to the requirements of Section 14A of the 1934 Act and the Securities and Exchange Commission's compensation disclosure rules (which disclosure includes the CD&A, the compensation tables and the narrative disclosures that accompany the compensation tables). Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company's Proxy Statement for the ~~2018~~2019 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.”

Vote Required and Board of Directors' Recommendation

As an advisory vote, this proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers. The Company intends to conduct an advisory vote to approve the Company's executive compensation annually. The next such vote would be conducted at our ~~2019~~2020 Annual Meeting of Stockholders.

The affirmative vote by a majority of shares present in person or by proxy at the annual meeting and entitled to vote is required to approve this proposal. Our Board of Directors has unanimously approved this proposal and recommends that stockholders vote “FOR” the approval of the compensation of our Named Executive Officers.

~~PROPOSAL FOUR~~

~~APPROVAL OF AN AMENDMENT TO THE NETGEAR, INC. 2016 EQUITY INCENTIVE PLAN~~

~~General~~

We are seeking stockholder approval of an amendment to the NETGEAR, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) to increase the number of shares available for issuance under the 2016 Plan to help us achieve our goals of attracting, motivating and retaining our employees and other service providers through grants of equity awards. A total of 3,199,827 shares of our common stock are currently authorized for issuance under the 2016 Plan. Subject to stockholder approval at the 2018 Annual Meeting, the Board of Directors has approved an amendment to the 2016 Plan to increase the number of shares of NETGEAR common stock authorized for issuance by 1,700,000 shares, so that a total of 4,899,827 shares would be reserved (in addition to shares that may be returned in the future from awards previously made under the Company's 2006 Long-Term Incentive Plan). As of April 2, 2018, without giving effect to the proposed amendment, a total of 607,008 shares were available for grant under the 2016 Plan. We have also amended the 2016 Plan to make clear that we have the ability to award dividend equivalents with respect to awards other than stock options and stock appreciation rights, and if we do, any such dividend equivalents may not be paid until the portion of the underlying award to which the dividend equivalent relates becomes vested. The 2016 is not being amended in any other material respect.

We strongly believe that the approval of this amendment to the 2016 Plan is essential to our continued success. Our employees are our most valuable assets, and offering a broad-based equity compensation program is vital to attracting and retaining the most highly skilled people in our industry. We believe that employees who have a stake in the future success of our business are highly motivated to achieve our long-term business goals and increase stockholder value. The 2016 Plan is designed to assist us in recruiting, motivating and retaining talented employees who can help us achieve our business goals, including creating long-term value for stockholders. The 2016 Plan is a significant part of our overall equity compensation strategy, and is one of the primary programs through which our employees achieve ownership in the Company and thereby share in the success of our Company.

The affirmative vote by a majority of shares present in person or by proxy at the 2018 Annual Meeting of Stockholders and entitled to vote is required to approve the amendment to the 2016 Plan. Our executive officers and our directors also have an interest in this proposal. A full copy of the 2016 Plan, as amended, is attached to this proxy statement as Appendix A.

~~Considerations of the Board in Making its Recommendation~~

Our Board of Directors approved the increase to the number of shares reserved for issuance under the 2016 Plan, subject to approval by our stockholders, following substantial review of, and deliberation concerning, our historical and anticipated equity grant practices and requirements, peer group industry data presented by the Company’s third-party compensation consultant and the structure of the 2016 Plan. In view of the composition of NETGEAR’s stockholder base, which is largely comprised of institutional stockholders, the Board of Directors also considered the policy guidelines of the major proxy advisory firms in determining the size of the proposed share reserve for the 2016 Plan. Our management also engaged in discussions with a number of our institutional stockholders to give these stockholders an opportunity to provide direct feedback on the potential equity plan amendment, factors they considered important in reviewing such an amendment and other corporate governance policies and practices. Our Board of Directors took this feedback into consideration as the proposed amendment to the 2016 Plan was finalized.

~~In determining the number of additional shares to reserve for issuance under the 2016 Plan, our Board of Directors considered a number of factors, including:~~

~~Historical Grant Practices.~~ Our Board of Directors considered the historical amounts of equity awards that we have granted in the past several years. Our historical “burn rate,” which we define as the number of shares subject to equity awards granted in a fiscal year divided by the weighted average common shares outstanding for that fiscal year, for the last three fiscal years has been as follows:

Fiscal Year Stock Options Granted Full Value Equity Awards Granted Total Shares Granted (Adjusted) (1) Weighted Average Shares Outstanding Adjusted Burn Rate (2) Unadjusted Burn Rate (3)
2017 348,000
617,937
1,892,843
32,096,759
5.90 % 3.01 %
2016 328,000
479,249
1,526,123
32,757,833
4.66 % 2.46 %
2015 296,000
524,566
1,607,415
33,161,112
4.85 % 2.47 %


~~(1)~~	The adjusted total number of shares granted is the sum of (i) the number of shares of common stock subject to option grants and (ii) the number of shares of common stock subject to restricted stock unit awards multiplied by two and half (consistent with the methodology used by Institutional Shareholder Services).


~~(2)~~	~~The adjusted burn rate equals the adjusted total number of shares granted divided by the weighted average shares outstanding in a given fiscal year.~~


~~(3)~~	~~The unadjusted burn rate equals the unadjusted total number of shares granted divided by the weighted average shares outstanding in a given fiscal year.~~

~~Forecasted Grant Practices~~. We expect to continue our practice of emphasizing the grant of restricted stock units over stock options for most new and existing employees, and we are focused on maintaining or reducing our historical burn rates through a variety of measures. We have recognized and responded to the potential dilutive effects of our equity award practices, as reflected by our stock buyback history described below. The Board of Directors carefully monitors our annual burn rate, dilution and equity expense to ensure that we maximize stockholders’ value by granting only the appropriate number of equity awards necessary to attract, reward and retain employees. If our stockholders approve the 2016 Plan amendment as proposed, we will have approximately 2,307,008 shares available for grant under the 2016 Plan after our 2018 Annual Meeting, based on share data as of April 2, 2018.

~~Impact of Stock Repurchase Program~~. Our stock repurchase program has significantly offset the dilutive effect of our equity award practices, which has been one goal, among others, of this program. During fiscal 2017, we repurchased 2,378,515 shares of common stock at an average price of $47.58 per share, during fiscal 2016, we repurchased 893,717 shares of common stock at an average price of $42.80 per share, and during fiscal 2015, we repurchased 3,770,305 shares of common stock at an average price of $31.21 per share. Over the short-term, however, our repurchase of shares of common stock also had the effect of reducing the outstanding share base against which our burn rate is calculated, contributing to a higher burn rate for each of these years than would otherwise have been calculated. Offsetting dilution will continue to be a factor in how we decide to use our cash in the future.

~~Awards Outstanding Under Existing Grants and Available Shares~~. The following table provides information as of April 2, 2018 about our common stock that may be issued upon the exercise of options and rights granted, or in the future granted, to employees or members of our Board of Directors under all existing equity compensation plans:



		~~As of April 2, 2018~~
~~Total number of shares of common stock subject to outstanding stock options~~		~~2,135,184~~
~~Total number of shares of common stock subject to outstanding full value equity awards~~		~~1,617,021~~
~~Weighted-average exercise price of outstanding stock options~~		~~$40.39~~
~~Weighted-average remaining term of outstanding stock options (in years)~~		~~6.63~~
~~Total number of shares of common stock available for grant under all equity incentive plans~~		~~607,008~~

~~The 2016 Plan Combines Compensation and Governance Best Practices~~

~~As described in greater detail below and in the 2016 Plan, the 2016 Plan includes provisions designed to protect stockholder value and to reflect corporate governance best practices, including:~~

~~Administration.~~ ~~The 2016 Plan is administered by the Compensation Committee of our Board of Directors, which is comprised entirely of independent non-employee directors.~~

~~No single-trigger vesting acceleration on a change in control.~~ ~~Other than for awards to non-employee directors and awards that are not assumed or substituted upon a change in control,the 2016 Plan does not provide for automatic acceleration of award vesting on a change in control.~~

~~Repricing is not allowed.~~ The 2016 Plan prohibits repricing outstanding stock options or stock appreciation rights and canceling outstanding stock options or stock appreciation rights that have an exercise price greater than the then-current fair market value of our common stock in exchange for cash or other awards.

~~Stockholder approval is required for additional shares~~. The 2016 Plan does not contain an annual “evergreen” provision. Instead, the 2016 Plan authorizes a fixed number of shares so that stockholder approval is required to issue any additional shares, allowing our stockholders to have direct input on our equity compensation programs.

~~A fungible ratio for full value awards~~. Each “full value award” (as defined below) will be counted against the 2016 Plan’s share reserve as 1.58 shares for every one share subject to such award. For these purposes, a “full value award” is any award pursuant to the 2016 Plan, other than options, stock appreciation rights or other awards based solely on an increase in value of our common stock following the grant date.

~~Annual limits on individual awards~~. The 2016 Plan limits the number of shares and amount of cash that may be granted or paid through awards to individuals for each fiscal year of the Company, including specific annual award limits for our non-employee directors.

~~Award minimum vesting requirements.~~ In general, awards will vest in full no earlier than the 1-year anniversary of the grant date, except that, in certain limited cases, awards may fully accelerate vesting, and up to 5% of the shares reserved for the 2016 Plan may be issued without regard to this minimum vesting requirement. Separate from the preceding minimum vesting requirement, the 2016 Plan also provides that the period over which awards subject to solely time-based vesting may vest is at least three years from the grant date, except that in certain limited cases awards may fully accelerate vesting without regard to this minimum vesting requirement.

~~No dividend equivalents vest until underlying award vests. If we determine that a full-value award will be entitled to receive dividends with respect to shares subject to an award, those dividends will not be paid until the underlying award vests.~~

~~No liberal share counting. Shares used to pay the exercise price of an award and shares withheld for taxes will not be returned to the 2016 Plan’s share reserve.~~

~~No tax gross-ups.~~ ~~The 2016 Plan does not provide for tax gross-ups.~~

~~Description of the 2016 Equity Incentive Plan~~

The following is a description of the material features of the 2016 Plan and its operation. The description is qualified in its entirety by reference to the 2016 Plan, a copy of which is attached to this proxy statement as Appendix A, and which is incorporated herein by this reference.

~~General Description of the 2016 Equity Incentive Plan~~

The purposes of the 2016 Plan are to attract and retain the best available personnel; to provide additional incentive to employees, directors, and consultants of the Company and employees and consultants of any parent, subsidiary, or affiliate of the Company; and to promote the success of our Company’s business. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other stock or cash awards as the Administrator may determine.

~~Shares Available under the 2016 Plan~~

Stockholders are being asked to approve an additional 1,700,000 shares of our common stock for issuance under the 2016 Plan, which combined with the previously approved shares, and subject to the adjustment provisions in the 2016 Plan, would bring the total number of shares of our common stock for issuance under the 2016 Plan to the sum of 4,899,827 shares, ~~plus~~ any shares subject to stock options, restricted stock units, performance shares or similar awards granted under the Prior Plan that, on or after the date the 2016 Plan became effective, expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the Prior Plan that are forfeited to or repurchased by our Company, but each share subject to such awards without an exercise price will be added to the 2016 Plan share reserve as one and fifty-eight hundredths (1.58) shares, where the maximum number of shares to be added to the 2016 Plan from the Prior Plan as a result of

~~the above equals 3,752,205 shares. The shares may be authorized, but unissued, or reacquired common stock.~~

Any shares subject to restricted stock, restricted stock units, performance units, or performance shares awarded under the 2016 Plan will be counted against the shares available for issuance under the 2016 Plan as one and fifty-eight hundredths (1.58) shares for every one share subject to such awards. If a share that counted as one and fifty-eight hundredths (1.58) shares against the shares available for issuance under the 2016 Plan is made available again for issuance under the 2016 Plan as described below, the 2016 Plan will be credited with 1.58 shares.

If any award granted under the 2016 Plan expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or is forfeited to or repurchased by our Company due to failure to vest, then the unpurchased, forfeited, or repurchased shares subject to such award will become available for future grant or sale under the 2016 Plan. For the exercise of stock appreciation rights, the gross shares issued pursuant to a stock appreciation right will cease to be available under the 2016 Plan. If unvested shares of restricted stock, restricted stock units, performance shares or performance units are forfeited to or repurchased by our Company, such shares will become available for future grant under the 2016 Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award will not become available for future grant or sale under the 2016 Plan. Payment of cash rather than shares pursuant to an award will not reduce the number of shares available for issuance under the 2016 Plan.

In the event of any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities or other change in the corporate structure affecting our common stock occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2016 Plan, will adjust the number and class of shares that may be delivered under the 2016 Plan, and/or the number, class and price of shares of stock subject to outstanding awards, and the numerical share limits set forth in the 2016 Plan.

~~Administration~~

The Board has delegated administration of the 2016 Plan to the Board’s Compensation Committee. The Board may further delegate administration of the 2016 Plan to any committee of the Board, or a committee of individuals satisfying applicable laws appointed by the Board in accordance with the terms of the 2016 Plan. For purposes of this description of the 2016 Plan, the term “Administrator” refers to the Board or any committee designated by the Board to administer the 2016 Plan. To make grants to certain officers and key employees, the members of the committee must qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. In the case of awards intended to qualify for the “performance-based compensation” exemption under Section 162(m), administration must be by a committee comprised solely of two or more “outside directors” within the meaning of Section 162(m).

Subject to the terms of the 2016 Plan, the Administrator has the sole discretion to determine fair market value; to select the service providers who will receive awards and the number of shares to be covered by such awards; to determine the terms and conditions of awards; to approve forms of award agreements for use under the 2016 Plan; to modify or amend each award (subject to the exchange program prohibition, described below), including to accelerate vesting or waive forfeiture restrictions; and to interpret the provisions of the 2016 Plan and outstanding awards. The Administrator may allow a participant to defer the receipt of payment of cash or delivery of shares that otherwise would be due to such participant under an award. The Administrator may make, amend or rescind rules and regulations relating to the 2016 Plan and/or any sub-plans established for the purpose of satisfying applicable foreign laws and may make all other determinations deemed necessary or advisable for administering the 2016 Plan, provided that the Administrator may not institute an exchange program. The Administrator will issue all awards pursuant to the terms and conditions of the 2016 Plan.

~~Prohibition Against Exchange Programs~~

The Administrator will not have the authority to implement an exchange program whereby (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) participants would have the opportunity to transfer any outstanding awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding award is increased or reduced.

~~Limitations~~

The maximum number of shares that may be issued upon the exercise of incentive stock options will equal 100% of the aggregate share number determined under clauses (i) and (ii) of the first paragraph of the “Shares Available Under the 2016 Plan” section above, plus, to the extent allowable under Section 422 of the Code, any shares that become available for issuance as described in the third paragraph of the “Shares Available Under the 2016 Plan” section.

The 2016 Plan contains annual award limits, which are included so that awards granted under the 2016 Plan can qualify as "performance based" compensation under Section 162(m) if deemed appropriate by the Administrator. Due to changes in the federal tax laws, beginning November 2, 2017, the performance based exception under Section 162(m) no longer is available, but awards granted prior to this date that were originally intended to qualify for this exception may still qualify. The maximum number of shares and/or cash that may be issued to any one individual under the 2016 Plan in any fiscal year is set forth below:



~~Award Type~~		~~Annual Number of Shares or Dollar Value~~
~~Stock Option~~		~~500,000 shares~~
~~Stock Appreciation Right~~		~~500,000 shares~~
~~Restricted Stock~~		~~250,000 shares~~
~~Restricted Stock Units~~		~~250,000 shares~~
~~Performance Units~~		~~Initial Value of $5,000,000~~
~~Performance Shares~~		~~250,000 shares~~

In addition to the award limits above, the 2016 Plan provides that a non-employee director may not receive cash-settled awards with a grant date fair value of greater than $500,000 or stock-settled awards with a grant date fair value of greater than $500,000, in each case, increased to $1,000,000 in the fiscal year of his or her initial service as a non-employee director. Any awards granted to a non-employee director while he or she was a consultant (but not a non-employee director) or employee of our Company or any parent, subsidiary or affiliate of our Company will not count toward these non-employee director award limitations.

~~Minimum Vesting Requirements for Awards~~

Awards will vest in full no earlier than the 1-year anniversary of the grant date, unless vesting of an award is (i) required to be accelerated under the 2016 Plan due to a change in control or, in the case of awards subject to time-based vesting only, a termination of service as a result of a participant’s retirement, death, or disability or (ii) the Administrator, in its discretion, provides that an award may accelerate vesting due to a participant’s death, disability or retirement. However, awards covering up to 5% of the shares reserved for issuance under the 2016 Plan may be granted or modified without regard to the one-year minimum vesting limitation above. In addition, awards subject to solely time-based vesting will vest over a period of at least three years from the grant date, unless vesting of an award is required to be accelerated under the 2016 Plan due to a change in control or a participant’s termination of service as a result of retirement, disability or death. An award that constitutes an annual grant to a non-employee director may vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders (but not less than 50 weeks from the date of grant).

~~Eligibility~~

Awards may be granted to directors of our Company and employees and consultants of our Company or any parent, subsidiary or affiliate of our Company. Incentive stock options may be granted only to persons who as of the time of grant are employees of our Company or any parent or subsidiary corporation of our Company. As of April 2, 2018, we had approximately 1,049 employees (including one employee director), eight non-employee directors and one consultant.

~~Stock Options~~

Each option granted under the 2016 Plan will be evidenced by an award agreement specifying the number of shares subject to the option and the other terms and conditions of the option. The exercise price per share of each option may not be less than the fair market value of a share of our common stock on the date of grant (except if granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code). However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of our Company or any parent or subsidiary corporation of our Company must have an exercise price per share equal to at least 110%

of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000. Generally, the fair market value of our common stock is the closing sales price of our common stock as quoted on the Nasdaq Global Select Market (or such other established stock exchange or national market system) on the date of determination, as reported in ~~The Wall Street Journal~~.

Options will be exercisable at such times and under such conditions as the Administrator determines and set forth in the award agreement. An option subject to time-based vesting will become fully vested upon termination of a participant’s service for retirement, disability or death. The 2016 Plan provides that the Administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when we receive the notice of exercise and full payment for the shares to be exercised, together with applicable tax withholdings.

The maximum term of an option will be specified in the award agreement and cannot exceed ten years from the date of grant, provided that an incentive stock option granted to a ten percent stockholder must have a term not exceeding five years.

The Administrator will determine and specify in each award agreement, and solely in its discretion, the post-termination exercise period applicable to an option following a participant’s terminating service with our Company. In the absence of such a determination, a participant (or such other appropriate person) will be able to exercise the vested portion of an option for: (i) 3 months following the participant’s termination for reasons other than retirement, death or disability, and (ii) 12 months following the participant’s termination due to retirement, death or disability. In no event, however, will an option be exercisable beyond its maximum term.

~~Stock Appreciation Rights~~

A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its exercise. Each stock appreciation right granted under the 2016 Plan will be evidenced by an award agreement specifying the exercise price, the expiration date, the conditions of exercise, and other terms and conditions of the award. A stock appreciation right subject to time-based vesting will become fully vested upon termination of a participant’s service for retirement, death or disability.

The exercise price per share of each stock appreciation right may not be less than the fair market value of a share on the date of grant. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive a payment determined by multiplying: (i) the difference between the fair market value of a share on the date of exercise and the exercise price by (ii) the number of exercised stock appreciation rights. We may pay the appreciation in cash, in shares of equivalent value, or in some combination thereof. The term of a stock appreciation right will be no more than ten years from the date of grant. The terms and conditions relating to the period of post-termination exercise for options (described above) also apply to stock appreciation rights.

~~Restricted Stock Awards~~

Awards of restricted stock are rights to acquire or purchase shares that generally are subject to transferability and forfeitability restrictions for a specified period. Each award of restricted stock will be evidenced by an award agreement specifying the period during which the transfer of shares is subject to restriction (which, in the Administrator’s sole discretion may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events the Administrator determines), if any, the number of shares granted, and other terms and conditions of the award. Shares of restricted stock generally will be held in escrow until the end of the period of restriction applicable to such shares. A restricted stock award subject to time-based vesting will become fully vested upon termination of a participant’s service for retirement, disability or death. Notwithstanding the foregoing, if the Administrator desires that the award qualify as performance-based compensation under Section 162(m), any restrictions will be based on a specified list of performance goals and certain other requirements, as further discussed below.

Unless otherwise provided by the Administrator, a participant will forfeit any shares of restricted stock as to which the restrictions have not lapsed as of the date set forth in the award agreement, and will have the right to vote the shares and to receive any dividends paid with respect to such shares, except that dividends or other distributions paid in shares will be subject to the same restrictions on transferability and forfeitability as the original award.

~~Restricted Stock Units~~

The Administrator may grant restricted stock units, which represent a right to receive cash or shares of our common stock at a future date. Each restricted stock unit granted under the 2016 Plan will be evidenced by an award agreement specifying the number of shares subject to the award, the form of payout, and other terms and conditions of the award.

Restricted stock units will result in a payment to a participant only if the performance goals or other vesting criteria the Administrator may establish are achieved or the awards otherwise vest. Restricted stock units subject to time-based vesting will become fully vested upon termination of a participant’s service for retirement, disability or death. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state securities laws, or any other basis the Administrator determines in its discretion. Notwithstanding the foregoing, if the Administrator desires that the award qualify as performance-based compensation under Section 162(m), any restrictions will be based on a specified list of performance goals and certain other requirements, as further discussed below.

After the grant of restricted stock units, the Administrator, in its sole discretion, may reduce or waive any restrictions (including vesting criteria) with respect to such restricted stock units. A participant will forfeit any unearned restricted stock units as of the date set forth in the award agreement. Payment of earned restricted stock units will be made as soon as practicable after the date set forth in the award agreement, and, in the Administrator’s sole discretion, will be settled in cash, shares of our common stock, or in a combination of both (which will have an aggregate fair market value equal to the earned restricted stock units).

~~Performance Units and Performance Shares~~

Performance units and performance shares are awards that result in a payment to a participant only if specified performance objectives or other vesting provisions are achieved during a specified performance period. Each award of performance units or shares will be evidenced by an award agreement specifying the performance period during which achievement of applicable performance objectives or other vesting criteria will be measured and other terms and conditions of the award. Each performance unit will have an initial value established by the Administrator on or before the grant date. Each performance share will have an initial value equal to the fair market value of a share on the grant date.

The Administrator will set performance objectives or other vesting provisions, which may be based upon achieving Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state securities laws, or any other basis the Administrator determines in its discretion. Notwithstanding the foregoing, if the Administrator desires that the award qualify as performance-based compensation under Section 162(m), any vesting criteria will be based on a specified list of performance goals and certain other requirements, as further discussed below.

After the applicable performance period has ended, the holder of performance units or shares will be entitled to receive a payout of the number of performance units or shares earned by the participant over the performance period. The Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Payment of earned performance units or shares will be made as soon as practicable after the end of the applicable performance period, and, in the Administrator’s sole discretion, will be made in cash, in shares of equivalent value, or any combination of both (which will have an aggregate fair market value equal to the earned performance units or shares at the close of the applicable performance period). A participant will forfeit all performance units or shares that are unearned or unvested as of the date set forth in the award agreement.

~~Awards to Covered Employees~~

The 2016 Plan contains additional restrictions and limitations on awards intended to satisfy the performance-based compensation requirements under Section 162(m) to participants classified as “covered employees.” Before November 2, 2017, the granting and/or vesting of awards of restricted stock, restricted stock units, performance shares and performance units, and other incentives under the 2016 Plan could have been made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) and may provide for a targeted level or levels of achievement, including: cash flow; cash flow from operations; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings from operations; net asset turnover; inventory turnover; capital expenditures; net earnings; operating earnings; gross or operating margin; profit margin, debt; working capital; return on equity; return on net assets; return on total

assets; return on capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; debt reduction; productivity; new product introductions; delivery performance; safety record; stock price; and total stockholder return. Any performance goals that could have been used to measure the performance of the Company as a whole or, except with respect to stockholder return metrics, to a region, business unit, affiliate or business segment, and could have been measured either on an absolute basis, a per share basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”), in accordance with accounting principles established by the International Accounting Standards Board (“IASB”) or which may be adjusted when established to either exclude any items otherwise includable under GAAP or under IASB principles or include any items otherwise excludable under GAAP or under IASB principles. The performance goals may differ from participant to participant and from award to award. Due to changes in the federal tax law, commencing November 2, 2017, we are no longer able to grant awards that qualify as "performance based" compensation under Section 162(m) and as a result this may cause more income from equity awards granted to covered employees to not be deductible for federal corporate income tax purposes.

~~Transferability of Awards~~

~~Awards generally are not transferable other than by will or by the laws of descent or distribution, and may be exercised during the lifetime of the participant, only by the participant.~~

~~Dissolution or Liquidation~~

In the event of our Company’s proposed dissolution or liquidation, the Administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. An award will terminate immediately prior to the completion of such proposed action to the extent the award has not been previously exercised.

~~Change in Control~~

The 2016 Plan provides that, in the event of a “change in control” (as defined in the 2016 Plan), each award will be treated as the Administrator determines, including that (i) awards may be assumed or substantially equivalent awards will be substituted by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments to the number and kind of shares and prices; (ii) upon written notice to a participant, that the participant’s awards will terminate upon or immediately before the completion of such change in control; (iii) outstanding awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an award will lapse, in whole or in part, before or upon completion of such change in control, and, to the extent the Administrator determines, terminate upon or immediately before the effectiveness of such merger or change in control; (iv) (A) awards will be terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date the transaction occurs, or (B) awards will be replaced with other rights or property the Administrator selects in its sole discretion; or (v) any combination of the foregoing. The Administrator will not be required to treat all awards similarly in the transaction.

If the successor corporation does not assume or substitute for the award, options and stock appreciation rights will become fully vested and exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, for awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all other terms and conditions will be deemed met. In addition, if an option or stock appreciation right is not assumed or substituted for, the Administrator will notify the participant that the option or stock appreciation right will be exercisable for a period of time the Administrator determines in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

With respect to awards granted to our non-employee directors, in the event of a change in control, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and restricted stock units will lapse, and, for awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all other terms and conditions met.

~~Termination or Amendment~~

The 2016 Plan will automatically terminate ten years from the date of its adoption by the Board, unless terminated earlier by the Board. The Administrator may amend, alter, suspend or terminate the 2016 Plan at any time, provided that no amendment may be made without stockholder approval to the extent approval is necessary to comply with any applicable laws. In addition, no amendment, alteration, suspension or termination may materially impair the rights of any participant unless mutually agreed in writing otherwise between the participant and the Administrator.

~~Summary of U.S. Federal Income Tax Consequences~~

The following paragraphs are intended as a summary of the U.S. federal income tax consequences to U.S. taxpayers and the Company of equity awards granted under the 2016 Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on his or her individual circumstances.

~~Incentive Stock Options~~

A participant recognizes no taxable income for federal income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Participants who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option generally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If a participant satisfies such holding periods upon a sale of the shares, our Company will not be entitled to a deduction for federal income tax purposes. If a participant disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the participant upon the disqualifying disposition of the shares generally should be deductible by our Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the participant’s alternative minimum taxable income and may be subject to an alternative minimum tax if such tax exceeds the federal income tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to participants subject to the alternative minimum tax.

~~Nonstatutory Stock Options~~

Options not designated or qualifying as incentive stock options will be nonstatutory stock options having no special U.S. tax status. A participant generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonstatutory stock option, the participant normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to our Company with respect to the grant of a nonstatutory stock option or the sale of the stock acquired pursuant to such grant.

~~Stock Appreciation Rights~~

In general, no taxable income is recognized when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares of our common stock received. Any additional gain or loss recognized upon any later disposition of the shares will be capital gain or loss.

~~Restricted Stock Awards~~

A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

~~Restricted Stock Unit Awards~~

There are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to or cash received by such participant at the end of the applicable vesting period or, if later, the settlement date elected by the Administrator or a participant. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

~~Performance Unit or Performance Share Awards~~

A participant generally will recognize no income upon the grant of a performance unit or share. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of unrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

~~Section 409A~~

Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2016 Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A of the Code fails to comply with its provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

~~Tax Effect for our Company~~

Our Company generally will be entitled to a tax deduction in connection with an award under the 2016 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. Prior to November 2, 2017, we were able to preserve the deductibility of certain compensation in excess of $1,000,000 if the conditions of "performance based" compensation under Section 162(m) were met. Because of changes to the federal tax laws, effective November 2, 2017, the "performance based" exception is no longer available.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECTS OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO AWARDS UNDER THE 2016 PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

~~Plan Benefits~~

It is not presently possible to determine the benefits that will be received by participants in the 2016 Plan in fiscal 2018 or in future years. However, set forth below are the awards that were granted under the 2016 Plan during fiscal 2017.

Name of Individual or Group Option Awards (shares) Weighted Average Option Exercise Price Option Awards (1) Stock Awards (shares) Stock Awards (2)
Patrick C.S. Lo 115,000
$ 42.70
$ 1,408,440
45,486
$ 2,020,702
Christine M. Gorjanc 35,000
$ 42.70
$ 428,656
17,302
$ 771,714
Michael F. Falcon 25,000
$ 42.70
$ 306,183
11,151
$ 492,607
Andrew W. Kim 25,000
$ 42.70
$ 306,183
11,120
$ 490,840
Michael A. Werdann 18,000
$ 42.70
$ 220,451
10,000
$ 427,000
Executive officers as a group (10 persons) 328,000
$ 42.70
$ 4,017,114
142,630
$ 6,313,810
Non-executive director group (8 persons) —
$ —
—
37,464
$ 1,599,713
Non-executive officer employee group (686 persons) 20,000
$ 49.20
$ 281,342
437,843
$ 22,641,070

(1) The amounts included in the “Option Awards” column represent the full grant date value of option stock awards granted in 2017 calculated utilizing the provisions of the authoritative guidance for stock compensation without regard to vesting. For a discussion of the valuation assumptions, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

(2) The amounts included in the “Stock Awards” column represent the full grant date value of non-option stock awards (restricted stock units) granted in 2017 calculated utilizing the provisions of the authoritative guidance for stock compensation without regard to vesting. For a discussion of the valuation assumptions, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

~~Vote Required and Board of Directors’ Recommendation~~

~~The affirmative vote by a majority of shares present in person or by proxy at the annual meeting and entitled to vote is required to approve this proposal.~~ ~~Our Board of Directors has unanimously approved this proposal and recommends that stockholders vote “FOR” the amendment to the NETGEAR, Inc. 2016 Equity Incentive Plan.~~

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis provides information about our executive compensation philosophy, the principles that govern our executive compensation program, the key elements of the ~~2017~~2018 executive compensation program for our Named Executive Officers, or NEOs, and how and why our independent Compensation Committee determined the compensation elements that comprised our ~~2017~~2018 executive compensation program. Our NEOs for ~~2017,~~2018, which include our principal executive officer, each individual who served as our principal financial officer during the year, and our three other most highly compensated executive officers, were:

•Patrick C.S. Lo, Chairman and Chief Executive Officer;

•~~Christine M. Gorjanc,~~Bryan D. Murray, Chief Financial Officer (since August 2018);

•Michael F. Falcon, Chief Operations Officer;

Andrew W. Kim, Senior Vice President of Corporate Development, General Counsel and Corporate Secretary; ~~and~~

Michael A. Werdann, Senior Vice President of Worldwide ~~Sales~~Sales; and

Christine M. Gorjanc, Former Chief Financial Officer (until August 2018).

In February 2018, our Board announced its decision to pursue a separation of the Arlo business from NETGEAR. The separation was effected through the contribution of the business, assets and liabilities constituting our Arlo business to a newly formed subsidiary, Arlo Technologies, Inc. ("Arlo"). An initial public offering of newly issued shares of the common stock of Arlo followed in August 2018 (the "Arlo IPO"), and on December 31, 2018, NETGEAR completed a distribution of the shares of Arlo common stock then held by NETGEAR to NETGEAR’s stockholders in a manner generally intended to qualify as tax-free to NETGEAR’s stockholders for U.S. federal income tax purposes (the "Arlo Spin-Off").

Effective August 2, 2018, Ms. Gorjanc transitioned to become the Chief Financial Officer of Arlo, and Mr. Murray, NETGEAR's former Vice President of Finance and an employee of NETGEAR since 2001, became the Chief Financial Officer of NETGEAR. Compensation decisions regarding Ms. Gorjanc from August 2018 through the end of the year were made solely by Arlo's Compensation Committee, independent of NETGEAR.

From the time of the Arlo IPO until the Arlo Spin-Off, NETGEAR owned approximately 84.2% of Arlo's outstanding common stock. In addition, as discussed in more detail below, employee holders of NETGEAR stock options and restricted stock units granted before the Arlo IPO, including our NEOs, generally received additional Arlo stock options and Arlo restricted stock units at the time of the Arlo Spin-Off based on a formula agreed upon between NETGEAR and Arlo. As such, certain information in this Compensation Discussion and Analysis and in the Executive Compensation Tables that follow includes Arlo-related compensation and Arlo equity awards. The importance of the Arlo separation, IPO and Spin-Off process to the Company and its stockholders, as well as the substantial associated effort and expense undertaken by the Company, was reflected in a number of key compensation decisions and incentives made by the Company in 2018.

Compensation Overview

Our independent Compensation Committee makes compensation decisions for our executive officers. The Compensation Committee recognizes our need to retain our NEOs and to motivate them to meet or exceed short-term goals and long-term objectives, while also creating sustainable long-term value for our stockholders. Accordingly, we designed an executive compensation program for ~~2017~~2018 that tied a substantial portion of the NEOs’ compensation directly to achievement of rigorous performance objectives over a sustained period. We believe the compensation program for our NEOs is instrumental in driving our focus on this long-term growth and strong financial performance, particularly because our approach placed a significant percentage of their compensation at-risk and correspondingly rewarded them when they achieved objectives and delivered stockholder value.

The compensation of our NEOs consists of three main elements:

•base salary and benefits;

•annual cash incentive compensation; and

•long-term incentive compensation, in the form of restricted stock units, or RSUs, and stock options.

Compensation is based on overall company performance as well as individual performance. We seek to position total compensation for Named Executive Officers at or near the median for our Peer Group, as identified below. We believe all of these factors help us achieve total compensation for our Named Executive Officers that is fair, reasonable and competitive.

For ~~2017,~~2018, our NEOs received payments under our annual cash incentive plan based on the Company’s ~~2017~~2018 financial results, and wecertain NEOs also received discretionary retention bonuses in recognition of their efforts to timely complete the Arlo IPO and the Arlo Spin-Off. We also granted both option awards and restricted stock unit awards to our NEOs. The charts below depict the total target direct compensation for our Chief Executive Officer and for our other NEOs as a group, based on their ~~2017~~2018 base salaries, target annual cash incentive opportunities and grant date fair value of equity awards (not value actually received), as reported in the applicable Executive Compensation Tables following this Compensation Discussion and Analysis:

~~2017~~2018 Financial and Operational Highlights

We are a global networking company that delivers innovative products to consumers, businesses and service providers. We remain committed to pursuing profitable growth opportunities in each of our ~~Arlo,~~ Connected Home and Small and Medium Business segments, while simultaneously maintaining financial discipline and driving innovation through continual investment in research and development. We also have maintained a strong balance sheet and continue to closely manage our expenses, inventory and cash. In ~~2017,~~2018, we achieved several notable financial and operational ~~results:~~results (financial results are shown on a continuing operations basis, excluding Arlo):

Net revenue grew to ~~$1.41 billion from $1.33~~$1.06 billion, an increase of ~~5.9%~~1.9% compared to ~~2016;~~

~~GAAP net income of $19.4 million, compared to $75.9 million for 2016;~~2017;

GAAP operating margin of ~~6.2%~~3.7% for ~~2017,~~2018, compared to ~~8.6%~~4.1% for ~~2016;~~2017;

GAAP net income per diluted share from continuing operations of ~~$0.59,~~$0.52, compared to ~~$2.25~~net loss per diluted share from continuing operations of $0.35 in ~~2016;~~2017;

Completion of the Arlo IPO and the Arlo Spin-Off;

Several ~~highly~~ successful product introductions in multiple growth categories across our product portfolio;

~~Significant share~~Share gain in key markets we serve by providing truly innovative solutions that set us apart from our competition; and

~~Total Shareholder Return for~~Significant return of capital to stockholders through continuation of the ~~one-year and three-year periods ending December 31, 2017 was 6.8% and 65.2%, respectively.~~Company's stock repurchase program.

General Compensation Philosophy

We compete in an aggressive and dynamic industry and, as a result, we believe that hiring, motivating and retaining quality employees, particularly senior managers, sales personnel and technical personnel, are critical factors to our future success.

Our compensation programs aim to address a number of objectives, including attracting and retaining highly qualified executive officers, rewarding individual contribution, loyalty, teamwork and integrity, and motivating management to achieve returns for our stockholders. The Compensation Committee, as well as our Board of Directors, does not believe that our compensation policies encourage excessive risk taking by our executives or employees. Our programs are geared for short and long-term performance with the goal of increasing stockholder value over the long term. Our executive compensation program impacts all of our employees by setting general levels of compensation and helping to create an environment of goals, rewards

and expectations. Because we believe the performance of every employee is important to our success, we are mindful of the effect executive compensation and incentive programs have on all of our employees.

We believe that the compensation of our executives should reflect their success as a management team in attaining key short-term and long-term operating objectives, such as growth of sales, operating margins and earnings per share, market share, long-term competitive advantage and, ultimately, in attaining and sustaining an increased market price for our common stock. We believe that the performance of our executives in managing the Company, considered in light of general economic conditions, our company and industry, and competitive conditions, should be the basis for determining their overall compensation. We also believe that their compensation should not be based on the short-term performance of our stock, whether favorable or unfavorable, as we expect the price of our stock will reflect our operating performance over the long-term, and ultimately, the management of the Company by our executives.

We annually hold a stockholder advisory vote to approve the compensation of our Named Executive Officers, commonly referred to as a say-on-pay vote. Our stockholders overwhelmingly approved the compensation of our NEOs at our ~~2017~~2018 Annual Meeting, where approximately ~~92%~~87% of stockholder votes cast were in favor of our say-on-pay resolution. As we evaluated our compensation practices and talent needs throughout ~~2017,~~2018, we also were mindful of the strong support our stockholders expressed at our ~~2016~~2017 Annual Meeting, where approximately ~~91%~~92% of stockholder votes cast also were in favor of our say-on-pay resolution. As discussed above under “Proposal One - Stockholder Engagement,” we greatly value regular input from our stockholders, particularly with respect to our executive compensation practices. Consistent with this commitment to engagement, communication and transparency, the Compensation Committee continues to regularly review our executive compensation program to ensure alignment between the interests of our executives and our stockholders. The Compensation Committee considered the results of these recent say-on-pay votes, investor input and current market practices. As a result, our Compensation Committee retained our philosophy of linking compensation to our operating objectives and the enhancement of stockholder value, and continued our general approach to executive compensation, with an emphasis on short and long-term incentive compensation that rewards our most senior executives when they help deliver on our objectives.

Designing a Competitive Compensation Package

Recruitment and retention of our Named Executive Officers and other executive management require a competitive compensation package. Our Compensation Committee has the responsibility for evaluating the executive compensation plans, policies, and programs and making such recommendations or changes as it deems appropriate. Our Compensation Committee's approach emphasizes fixing total compensation for executives, which consists of base salary and benefits, annual cash incentive and long-term incentive awards, at or near the median of our peer group (the “Peer Group”). ~~The~~For 2018 compensation comparison purposes, the Peer Group was ~~last~~ reviewed and updated in the first half of ~~2017~~2018 by Frederic W. Cook & Co., Inc., the Compensation Committee's independent compensation consultant, with input from our Chief Executive Officer and our Compensation Committee. The 2018 updates to our Peer Group relative to 2017 included removing ARRIS International plc (substantially more revenue than the Company), Brocade Communications Systems, Inc. (acquired) and Quantum Corp. (substantially less revenue than the Company). The 2018 updates also included adding three new companies, EchoStar Corporation, Lumentum Holdings Inc. and Oclaro, Inc., all of which met the objective size and industry criteria as well as other factors that the compensation Committee deemed relevant. The Peer Group for 2018 consists of 16 U.S. publicly traded companies from the computer peripheral and communications equipment industries of relatively similar annual revenue and market capitalization as compared to us:



ADTRAN, Inc.		~~Fortinet, Inc.~~
~~ARRIS International plc~~		Infinera Corp.
~~Brocade Communications Systems, Inc.~~ Ciena Corporation		Logitech International S.A.
~~Ciena~~Cray Inc.		Lumentum Holdings Inc.
EchoStar Corporation		Oclaro, Inc.
Extreme Networks, Inc.		Plantronics, Inc.
~~Cray Inc,~~		~~Quantum Corp.~~
~~Extreme~~F5 Networks, Inc.		Super Micro Computer, Inc.
~~F5 Networks, Inc.~~Finisar Corp.		ViaSat, Inc.
~~Finisar Corp.~~Fortinet, Inc.		Viavi Solutions Inc.

For companies within the Peer Group, the median annual revenue at the time of the last review was approximately ~~$1.3~~$1.2 billion, and the median market capitalization was approximately ~~$3.0~~$2.1 billion. Relative to the Peer Group, the Company ranked at approximately the ~~median~~45th percentile by revenue and at the 40th percentile by market capitalization.

Each element of compensation as well as total compensation are quantified and reviewed to determine the Company's competitiveness compared to the Peer Group. Precise comparisons of some forms of compensation are not possible due to lack

of data or different valuation approaches for compensation that is contingent, of uncertain duration or not dollar or share-based. Therefore, certain comparisons are based on observations generally rather than comparison survey data.

In determining the appropriate individual compensation levels for Named Executive Officers, the Compensation Committee considers the Peer Group compensation data as well as the individual's tenure, experience, skills, and individual and Company performance. Compensation levels for all Named Executive Officers, except our CEO, are developed by the Compensation Committee in consultation with our CEO and an independent third-party compensation consultant. The Compensation Committee engages in an active dialogue with our CEO concerning the Company's strategic objectives and performance targets. The Compensation Committee reviews the appropriateness of the financial measures used in the incentive plans and the degree of difficulty in achieving specific performance targets. The Compensation Committee also reviews with our CEO the individual responsibilities, abilities and objectives achieved in the prior year for each of the Named Executive Officers. In the case of the CEO, the Compensation Committee develops its own recommendation with the assistance of its independent compensation consultant in executive session without the CEO, or any other member of management, present. The Compensation Committee then independently reviews and approves the compensation for Named Executive Officers and other executive officers.

Compensation Committee Consultant

The Compensation Committee engaged Frederic W. Cook & Co., Inc., an independent third-party compensation consulting firm, to assist in updating the Peer Group in ~~2017~~2018 and in gathering general industry compensation data. The consultant reports directly to the Compensation Committee but was authorized by the Compensation Committee to work with certain executive officers and employees of the Company. In order to determine and confirm independence, the consultant completes an independence questionnaire provided by the Company. In addition, each director and executive officer of the Company completes an annual questionnaire which includes questions which ask about any actual or potential conflicts or relationship between such individual and the consultant. The consultant conducts regular reviews of total compensation of the Named Executive Officers and members of the Board. The consultant also provides advice with respect to other executive and Board compensation issues that might arise during the year, but otherwise provides no other services to the Company.

Setting the Pay Mix

Total Compensation

The Compensation Committee emphasizes performance-based compensation, which includes elements dependent directly on results, for our executive team. Target total compensation (i.e., base salary, annual cash incentive and long-term incentive)

is generally targeted at or near the median total compensation of the Peer Group for Named Executive Officers. Comparing the elements of total target compensation for ~~2017,~~2018, base salary comprises approximately ~~24%~~14%, target annual incentive compensation approximately ~~19%~~11%, and long-term incentive compensation approximately ~~57%~~75% of the pay mix. However, we do not have a formal policy allocating between cash and non-cash compensation or between each element of compensation. For 2017, our target total compensation (i.e., base salary, annual cash incentive and long-term incentives) for Named Executive Officers as a group was below the median for the Peer Group by approximately 2%.

Base Salary

We generally target base salaries for Named Executive Officers at or near the median of the Peer Group to facilitate a competitive recruitment and retention strategy, with individual variations based on job scope, tenure, retention risk and other factors relevant to the Compensation Committee. Our Compensation Committee uses its judgment to set individual target compensation higher or lower than the Peer Group median based on performance, scope/strategic impact of role, retention and internal equity. Increases in base salary reflect assessed performance, providing a performance link to this fixed compensation. Base salaries are generally reviewed and approved by the Compensation Committee during the second quarter of the year. Accordingly, the Compensation Committee reviewed and determined base salaries for Named Executive Officers to be effective as of July ~~1, 2017,~~2, 2018, except for Mr. Lo, whose salary increase was effective as of January 1, ~~2018~~2019 (consistent with our prior practice). As a result of Ms. Gorjanc's planned transition to become CFO of Arlo in mid-2018, the Compensation Committee did not review, nor consider an increase in, her salary in 2018. Arlo continued to pay her approximately the same salary for the remainder of 2018 following her transition. The following lists the Named Executive Officer base salary increases approved in ~~2017:~~2018:


NEO	Updated Base Salary	Percentage Increase	Effective Date	Updated Base Salary	Percentage Increase	Effective Date
Patrick C.S. Lo	$895,000	5.29%	January 1, 2018	$921,850	3.00%	January 1, 2019
Christine M. Gorjanc	$556,500	5.00%	July 1, 2017
Bryan D. Murray				$366,116	10.00%	July 2, 2018
Michael F. Falcon	$417,375	5.00%	July 1, 2017	$431,983	3.50%	July 2, 2018
Andrew W. Kim	$425,700	10.00%	July 1, 2017	$446,985	5.00%	July 2, 2018
Michael A. Werdann	$469,200	15.00%	July 1, 2017	$485,622	3.50%	July 2, 2018
Christine M. Gorjanc				$556,500	—%	N/A

Annual Incentive Compensation

amount, divided into the first and second halves of 2018:



NEO	Target 2H Bonus as a % of 2H Salary	Target 2H 2018 Bonus as a Cash Amount
Patrick C.S. Lo	115%	$514,625
Bryan D. Murray	75%	$137,294
Michael F. Falcon	60%	$129,595
Andrew W. Kim	60%	$134,096
Christine M. Gorjanc (+)	75%	$208,688



NEO	Target 2H 2018 Cash Incentive Compensation	Total 2H 2018 Cash Incentive Compensation Paid
Patrick C.S. Lo	$514,625	$562,447
Bryan D. Murray	$137,294	$150,052
Michael F. Falcon	$129,595	$141,638
Andrew W. Kim	$134,096	$146,556
Christine M. Gorjanc	$208,688	$62,823



NEO		2018 Cash Retention Bonus Paid
Bryan D. Murray		$99,850
Andrew W. Kim		$127,710
Michael A. Werdann		$95,000

Mr. Werdann's discretionary retention bonus listed above was partially in recognition of his 20 years of service to NETGEAR, in addition to his role in facilitating the Arlo IPO and the Arlo Spin-Off.

The table below summarizes the target and total cash sales commissions paid to Mr. Werdann for ~~2017:~~2018:

Long-Term Incentive Compensation



NEO	RSUs (#)	Grant Date Fair Value ($)
Michael F. Falcon	10,000	$760,500
Andrew W. Kim	20,000	$1,521,000

Because the performance condition of achieving the Arlo Spin-Off prior to July 31, 2019 was achieved, these performance-based restricted stock unit awards will vest in four equal annual installments with the first installment vesting on August 1, 2019, subject to the individual continuing to be a service provider through such dates.

Adjustments to NETGEAR Equity Awards due to the Arlo Spin-Off

NETGEAR Options: (1) NETGEAR options granted prior to August 3, 2018 (the “cutoff date”) were converted into both an adjusted NETGEAR option and an Arlo option, (2) NETGEAR options granted on or following the cutoff date were converted solely into adjusted NETGEAR options and (3) NETGEAR outstanding and vested options held by former service providers of NETGEAR were converted solely into adjusted NETGEAR options. The formulas applicable to the foregoing NETGEAR option adjustments are set forth in the employee matters agreement and, in each case, the exercise price and number of shares subject to each option were adjusted to preserve the aggregate intrinsic value of the original NETGEAR option as measured immediately prior to and immediately following the distribution, subject to rounding. Following the Arlo Spin-Off, the NETGEAR options and Arlo options are subject to substantially the same terms and vesting conditions that applied to the original NETGEAR option.

NETGEAR RSUs: (1) NETGEAR restricted stock units granted prior to the cutoff date were converted into both an adjusted NETGEAR restricted stock unit covering the same number of shares of NETGEAR common stock subject to the award prior to the Arlo Spin-Off and an Arlo restricted stock unit covering a number of shares of Arlo common stock equal to the number of shares of NETGEAR common stock subject to the award prior to the Arlo Spin-Off multiplied by 1.980295 (subject to rounding), which is the number of shares of Arlo common stock that was distributed in respect of each share of NETGEAR common stock in the Arlo Spin-Off and (2) NETGEAR restricted stock units granted on or following the cutoff date were converted solely into NETGEAR restricted stock units, on a basis that preserves the aggregate intrinsic value of the original NETGEAR restricted stock unit award (subject to rounding). The formulas applicable to the foregoing NETGEAR restricted stock unit adjustments are set forth in the employee matters agreement. Following the Arlo Spin-Off, the NETGEAR restricted stock units and Arlo restricted stock units are subject to substantially the same terms and vesting conditions that applied to the original NETGEAR restricted stock units.

Other Compensation Policies and Information

Employee Benefits and Perquisites

Stock Ownership Guidelines

Policy Against Hedging or Pledging NETGEAR Stock

Impact of Accounting and Tax Requirements on Compensation

The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to ~~certain~~our covered executive officers ~~to the extent that compensation exceeds~~in excess of $1 million ~~per officer~~will not be deductible unless it qualifies for transition relief applicable to certain arrangements in ~~any year. Under~~place as of November 2, 2017 that has not been subsequently materially modified.

We have not previously taken the ~~Tax Cuts and Jobs Act~~

Compensation Risk Assessment

Notwithstanding any statement to the contrary in any of our previous or future filings with the Securities and Exchange Commission, this Report of the Compensation Committee of our Board of Directors shall not be deemed “filed” with the Securities and Exchange Commission or “soliciting material” under the 1934 Act, and shall not be incorporated by reference into any such filings.

Respectfully submitted by:

THE COMPENSATION COMMITTEE

THOMAS H. WAECHTER (CHAIR)

~~JOCELYN E. CARTER-MILLER~~

Summary Compensation Table

Patrick C.S. Lo, Chairman and Chief Executive Officer

Christine M. Gorjanc, Chief Financial Officer

Bryan D. Murray, Chief Financial Officer (since August 2018)

Michael F. Falcon, Chief Operations Officer

Andrew W. Kim, Senior Vice President of Corporate Development, General Counsel and Corporate Secretary

Michael A. Werdann, Senior Vice President of Worldwide Sales

Christine M. Gorjanc, Former Chief Financial Officer (until August 2018)

performance conditions, as determined under ASC 718. Assuming the highest level of achievement of the performance conditions, the aggregate maximum grant date fair value of the Arlo performance-vested option awards would be $2.3 million.

Grants of Plan-Based Awards in Fiscal Year ~~2017~~2018

Exercise or Base Price of Option Awards

Outstanding Equity Awards at ~~2017~~2018 Fiscal Year-End

Option Awards Stock Awards
Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable (1) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) (2)
Patrick C.S. Lo 1/16/2009 42,000
—
$ 11.41
1/16/2019
—
$ —
2/2/2010 78,574
—
$ 21.10
2/2/2020
—
$ —
6/13/2010 31,429
—
$ 20.80
6/13/2020
—
$ —
2/3/2011 100,000
—
$ 35.32
2/3/2021
—
$ —
4/26/2011 40,000
—
$ 33.15
4/26/2021
—
$ —
6/6/2012 100,000
—
$ 31.31
6/6/2022
—
$ —
5/16/2013 108,510
—
$ 32.54
5/16/2023
—
$ —
6/3/2014 87,500
12,500
$ 32.52
6/3/2024
6,250
(3) $ 367,188
6/2/2015 62,500
37,500
$ 31.28
6/2/2025
12,500
(4) $ 734,375
3/24/2016 50,312
64,688
$ 39.53
3/24/2026
22,500
(4) $ 1,321,875
1/27/2017 —
—
$ —
—
5,486
(5) $ 322,303
6/1/2017 —
115,000
$ 42.70
6/1/2027
40,000
(4) $ 2,350,000
Christine M. Gorjanc 2/3/2011 10,375
—
$ 35.32
2/3/2021
—
$ —
5/16/2013 5,625
—
$ 32.54
5/16/2023
—
$ —
6/3/2014 10,000
3,750
$ 32.52
6/3/2024
3,000
(3) $ 176,250
6/2/2015 10,000
11,250
$ 31.28
6/2/2025
6,000
(4) $ 352,500
3/24/2016 15,312
19,688
$ 39.53
3/24/2026
11,250
(4) $ 660,938
1/27/2017 —
—
$ —
—
2,302
(5) $ 135,243
6/1/2017 —
35,000
$ 42.70
6/1/2027
15,000
(4) $ 881,250
Michael F. Falcon 6/3/2014 —
3,125
$ 32.52
6/3/2024
1,750
(3) $ 102,813
6/2/2015 —
9,375
$ 31.28
6/2/2025
3,500
(4) $ 205,625
3/24/2016 —
14,063
$ 39.53
3/24/2026
7,500
(4) $ 440,625
1/27/2017 —
—
$ —
—
1,151
(5) $ 67,621
6/1/2017 —
25,000
$ 42.70
6/1/2027
10,000
(4) $ 587,500
Andrew W. Kim

5/16/2013 521
—
$ 32.54
5/16/2023
—
$ —
6/3/2014 4,167
3,125
$ 32.52
6/3/2024
1,750
(3) $ 102,813
6/2/2015 4,167
9,375
$ 31.28
6/2/2025
3,500
(4) $ 205,625
3/24/2016 10,937
14,063
$ 39.53
3/24/2026
7,500
(4) $ 440,625
1/27/2017 —
—
$ —
—
1,120
(5) $ 65,800
6/1/2017 —
25,000
$ 42.70
6/1/2027
10,000
(4) $ 587,500
Michael A. Werdann 6/3/2014 750
2,250
$ 32.52
6/3/2024
1,250
(3) $ 73,438
4/21/2015 —
—
$ —
—
5,700
(4) $ 334,875
6/2/2015 750
6,750
$ 31.28
6/2/2025
1,800
(4) $ 105,750
1/29/2016 —
—
$ —
—
3,750
(4) $ 220,313
3/24/2016 375
10,125
$ 39.53
3/24/2026
3,750
(4) $ 220,313
6/1/2017 —
18,000
$ 42.70
6/1/2027
10,000
(4) $ 587,500



			Option Awards						Stock Awards
Name	Security (1)	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable (2)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (3)
Patrick C.S. Lo	NTGR	2/3/2011	91,054	—	—	$	20.98	2/3/2021	—		$	—
	NTGR	4/26/2011	36,422	—	—	$	19.69	4/26/2021	—		$	—
	NTGR	6/6/2012	99,332	—	—	$	18.60	6/6/2022	—		$	—
	NTGR	5/16/2013	107,785	—	—	$	19.33	5/16/2023	—		$	—
	NTGR	6/3/2014	99,332	—	—	$	19.32	6/3/2024	—		$	—
	NTGR	6/2/2015	86,916	12,416	—	$	18.58	6/2/2025	6,250	(4)	$	202,063
	NTGR	3/24/2016	78,534	35,698	—	$	23.48	3/24/2026	15,000	(4)	$	484,950
	NTGR	1/27/2017	—	—	—	$	—	—	1,097	(5)	$	35,466
	NTGR	6/1/2017	42,837	71,395	—	$	25.37	6/1/2027	30,000	(4)	$	969,900
	NTGR	1/25/2018	—	114,232	—	$	41.67	1/25/2028	40,000	(4)	$	1,293,200
	ARLO	2/3/2011	183,303	—	—	$	7.25	2/3/2021	—		$	—
	ARLO	4/26/2011	73,321	—	—	$	6.80	4/26/2021	—		$	—
	ARLO	6/6/2012	199,966	—	—	$	6.42	6/6/2012	—		$	—
	ARLO	5/16/2013	216,983	—	—	$	6.68	5/16/2023	—		$	—
	ARLO	6/3/2014	199,966	—	—	$	6.67	6/3/2024	—		$	—
	ARLO	6/2/2015	174,971	24,995	—	$	6.42	6/2/2025	12,377	(4)	$	123,522
	ARLO	3/24/2016	158,098	71,863	—	$	8.11	3/24/2026	29,704	(4)	$	296,446
	ARLO	1/27/2017	—	—	—	$	—	—	2,172	(5)	$	21,677
	ARLO	6/1/2017	86,236	143,725	—	$	8.76	6/1/2027	59,409	(4)	$	592,902
	ARLO	1/25/2018	—	229,961	—	$	14.39	1/25/2028	79,212	(4)	$	790,536
Bryan D. Murray	NTGR	4/18/2013	87	—	—	$	16.37	4/18/2023	—		$	—
	NTGR	4/22/2014	608	—	—	$	19.99	4/22/2024	—		$	—
	NTGR	4/21/2015	—	—	—	$	—	—	350	(4)	$	11,316
	NTGR	3/24/2016	—	—	—	$	—	—	700	(4)	$	22,631
	NTGR	4/20/2017	—	—	—	$	—	—	1,050	(4)	$	33,947
	NTGR	1/25/2018	—	—	—	$	—	—	1,400	(4)	$	45,262
	NTGR	4/20/2018	—	—	—	$	—	—	8,000	(4)	$	258,640
	NTGR	8/2/2018	—	29,799	—	$	38.32	8/2/2028	—		$	—
	ARLO	4/18/2013	175	—	—	$	5.65	4/18/2023	—		$	—
	ARLO	4/22/2014	1,225	—	—	$	6.90	4/22/2024	—		$	—
	ARLO	4/21/2015	—	—	—	$	—	—	693	(4)	$	6,916
	ARLO	3/24/2016	—	—	—	$	—	—	1,386	(4)	$	13,832
	ARLO	4/20/2017	—	—	—	$	—	—	2,079	(4)	$	20,748
	ARLO	1/25/2018	—	—	—	$	—	—	2,772	(4)	$	27,665
	ARLO	4/20/2018	—	—	—	$	—	—	15,842	(4)	$	158,103
	ARLO	8/2/2018	—	59,989	—	$	13.23	8/2/2028	—		$	—



			Option Awards						Stock Awards
Name	Security (1)	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable (2)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (3)
Michael F. Falcon	NTGR	6/2/2015	—	3,104	—	$	18.58	6/2/2025	1,750	(4)	$	56,578
	NTGR	3/24/2016	518	7,760	—	$	23.48	3/24/2026	5,000	(4)	$	161,650
	NTGR	1/27/2017	—	—	—	$	—	—	230	(5)	$	7,436
	NTGR	6/1/2017	5,836	15,520	—	$	25.37	6/1/2027	7,500	(4)	$	242,475
	NTGR	1/25/2018	—	24,833	—	$	41.67	1/25/2028	10,000	(4)	$	323,300
	NTGR	7/19/2018	—	—	—	$	—	—	10,000	(6)	$	323,300
	ARLO	6/2/2015	—	6,248	—	$	6.42	6/2/2025	3,466	(4)	$	34,591
	ARLO	3/24/2016	1,042	15,623	—	$	8.11	3/24/2026	9,901	(4)	$	98,812
	ARLO	1/27/2017	—	—	—	$	—	—	455	(5)	$	4,541
	ARLO	6/1/2017	11,748	31,244	—	$	8.76	6/1/2027	14,852	(4)	$	148,223
	ARLO	1/25/2018	—	49,991	—	$	14.39	1/25/2028	19,803	(4)	$	197,634
	ARLO	7/19/2018	—	—	—	$	—	—	19,803	(6)	$	197,634
Andrew W. Kim	NTGR	5/16/2013	517	—	—	$	19.33	5/16/2023	—		$	—
	NTGR	6/3/2014	7,243	—	—	$	19.32	6/3/2024	—		$	—
	NTGR	6/2/2015	10,347	3,104	—	$	18.58	6/2/2025	1,750	(4)	$	56,578
	NTGR	3/24/2016	17,073	7,760	—	$	23.48	3/24/2026	5,000	(4)	$	161,650
	NTGR	1/27/2017	—	—	—	$	—	—	224	(5)	$	7,242
	NTGR	6/1/2017	9,313	15,520	—	$	25.37	6/1/2027	7,500	(4)	$	242,475
	NTGR	1/25/2018	—	24,833	—	$	41.67	1/25/2028	10,000	(4)	$	323,300
	NTGR	7/19/2018	—	—	—	$	—	—	20,000	(6)	$	646,600
	ARLO	5/16/2013	1,041	—	—	$	6.68	5/16/2023	—		$	—
	ARLO	6/3/2014	14,581	—	—	$	6.67	6/3/2024	—		$	—
	ARLO	6/2/2015	20,831	6,248	—	$	6.42	6/2/2025	3,466	(4)	$	34,591
	ARLO	3/24/2016	34,368	15,623	—	$	8.11	3/24/2026	9,901	(4)	$	98,812
	ARLO	1/27/2017	—	—	—	$	—	—	444	(5)	$	4,431
	ARLO	6/1/2017	18,747	31,244	—	$	8.76	6/1/2027	14,852	(4)	$	148,223
	ARLO	1/25/2018	—	49,991	—	$	14.39	1/25/2028	19,803	(4)	$	197,634
	ARLO	7/19/2018	—	—	—	$	—	—	39,606	(6)	$	395,268
Michael A. Werdann	NTGR	4/21/2015	—	—	—	$	—	—	2,850	(4)	$	92,141
	NTGR	6/2/2015	—	2,234	—	$	18.58	6/2/2025	900	(4)	$	29,097
	NTGR	1/29/2016	—	—	—	$	—	—	2,500	(4)	$	80,825
	NTGR	3/24/2016	372	5,587	—	$	23.48	3/24/2026	2,500	(4)	$	80,825
	NTGR	6/1/2017	—	11,174	—	$	25.37	6/1/2027	7,500	(4)	$	242,475
	NTGR	1/25/2018	—	17,879	—	$	41.67	1/25/2028	10,000	(4)	$	323,300
	ARLO	4/21/2015	—	—	—	$	—	—	5,644	(4)	$	56,327
	ARLO	6/2/2015	—	4,499	—	$	6.42	6/2/2025	1,782	(4)	$	17,784
	ARLO	1/29/2016	—	—	—	$	—	—	4,951	(4)	$	49,411
	ARLO	3/24/2016	749	11,248	—	$	8.11	3/24/2026	4,951	(4)	$	49,411
	ARLO	6/1/2017	—	22,496	—	$	8.76	6/1/2027	14,852	(4)	$	148,223
	ARLO	1/25/2018	—	35,993	—	$	14.39	1/25/2028	19,803	(4)	$	197,634



				Option Awards						Stock Awards
Name	Security (1)	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable (2)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (3)
Christine M. Gorjanc	NTGR	2/3/2011		10,305	—	—	$	20.98	2/3/2021	—		$	—
	NTGR	5/16/2013		5,587	—	—	$	19.33	5/16/2023	—		$	—
	NTGR	6/3/2014		13,658	—	—	$	19.32	6/3/2024	—		$	—
	NTGR	6/2/2015		17,384	3,724	—	$	18.58	6/2/2025	3,000	(4)	$	96,990
	NTGR	3/24/2016		23,902	10,864	—	$	23.48	3/24/2026	7,500	(4)	$	242,475
	NTGR	1/27/2017		—	—	—	$	—	—	460	(5)	$	14,872
	NTGR	6/1/2017		13,038	21,728	—	$	25.37	6/1/2027	11,250	(4)	$	363,713
	NTGR	1/25/2018		—	34,766	—	$	41.67	1/25/2028	15,000		$	484,950
	ARLO	2/3/2011		20,746	—	—	$	7.25	2/3/2021	—		$	—
	ARLO	5/16/2013		11,248	—	—	$	6.68	5/16/2023	—		$	—
	ARLO	6/3/2014		27,495	—	—	$	6.67	6/3/2024	—		$	—
	ARLO	6/2/2015		34,994	7,498	—	$	6.42	6/2/2025	5,941	(4)	$	59,291
	ARLO	3/24/2016		48,116	21,872	—	$	8.11	3/24/2026	14,852	(4)	$	148,223
	ARLO	1/27/2017		—	—	—	$	—	—	911	(5)	$	9,092
	ARLO	6/1/2017		26,246	43,742	—	$	8.76	6/1/2027	22,278	(4)	$	222,334
	ARLO	1/25/2018		—	69,988	—	$	14.39	1/25/2028	29,704		$	296,446
	ARLO	8/2/2018	(7)	—	117,188	351,562	$	16.00	8/2/2028	—		$	—

Option Exercises and Stock Vested in Fiscal Year ~~2017~~2018

Pension Benefits and other Nonqualified Deferred Compensation Plans

(1) The amounts reported here are reported as compensation to such Named Executive Officer in the Summary Compensation Table above.

(2) None of the earnings in this column are included in the ~~2017~~2018 Summary Compensation Table because they are not preferential or above market. The amount includes dividends, interest and change in market value.

Potential Payments Upon Termination or Change in Control

Upon a termination without cause or resignation with good reason (Ms. Gorjanc from Arlo and our other Named Executive Officers from NETGEAR), our NEOs would be entitled to:

Upon a termination without cause ~~severance payments at his final base salary rate for a period of 39 weeks after his termination. If Mr. Falcon is terminated without cause other than as set forth above, he is entitled~~or resignation with good reason that occurs during the one month prior to ~~receive severance payments at his final base salary rate for a period of 39 weeks and will continue to have his equity awards vest for one year after such termination.~~

Severance will be conditioned upon the execution and non-revocation of a ~~period~~release of 26 weeks after his termination. If Mr. Kim is terminated without cause other than as set forth above, he is entitled to receive severance payments at his final base salary rate for a period of 26 weeks and will continue to have his equity awards vest for one year after such termination.

We entered into an employment agreement dated November 3, 2003, as amended, with Michael A. Werdann, our Senior Vice President of Worldwide Sales. This agreement provides that if within one year following aclaims. The change ofin control ~~Mr. Werdann is terminated without cause or resigns for good reason, he is entitled to receive two years acceleration of any unvested portion~~

~~of his stock options, restricted stock awards and all other equity awards~~ and severance agreements do not provide for any excise tax gross ups. If the merger-related payments ~~at his final base salary rate~~or benefits of the NEO are subject to the 20% excise tax under Section 4999 of the tax code, then the NEO will either receive all such payments and benefits subject to the excise tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after-tax outcome for a period of 26 weeks after his termination or resignation. If he is terminated without cause other than as set forth above, he is entitled to receive severance payments at his final base salary rate plus base incentive compensation, less applicable withholding, for a period of 26 weeks and will continue to have his equity awards vest for one year after such termination.the NEO.

Payments Upon Termination Without Cause and Not As a Result of a Change in Control of the Company

Payments Upon a Change in Control of the Company

Payments Upon Termination Without Cause or Resignation for Good Reason within One Month prior to or One Year after a Change in Control of the Company

Equity Compensation Plan Information

Security Ownership of Certain Beneficial Owners and Management

* Less than one percent of our outstanding shares of common stock

(1) Based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission on ~~February 12, 2018,~~January 31, 2019, by ~~FMR LLC~~BlackRock, Inc. (“~~FMR”~~BlackRock”). ~~FMR~~BlackRock has sole power to vote or direct the vote of ~~1,044,109~~4,635,019 shares and sole power to dispose or to direct the disposition of ~~4,201,725~~4,769,026 shares. The address of ~~FMR~~BlackRock is ~~245 Summer~~55 East 52nd Street, ~~Boston, Massachusetts 02210.~~New York, NY 10055.

(2) Based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission on ~~January 19, 2018,~~February 13, 2019, by ~~BlackRock, Inc.~~FMR LLC (“~~BlackRock”~~FMR”), Abigail P. Johnson and Fidelity Growth Company Fund. This Schedule states that FMR is a parent holding companies in accordance with Section 240.13-d(1)(b)(1)(ii)(G). ~~BlackRock has~~This schedule reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies: sole power to vote or to direct the vote of ~~4,036,914~~1,705,005 shares, and sole power to dispose or to direct the disposition of ~~4,123,339~~4,728,857 shares. The address of ~~BlackRock~~FMR is ~~55 East 52nd~~245 Summer Street, ~~New York, NY 10055.~~Boston, Massachusetts 02210.

(3) Based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission on February ~~9, 2018,~~11, 2019, by The Vanguard Group Inc. (“Vanguard Group”). Vanguard Group has sole power to vote or direct to vote of ~~34,608~~38,102 shares, shared power to vote or direct to vote of 5,545 shares, sole power to dispose of or to direct the disposition of ~~2,819,967~~3,163,362 shares and shared power to dispose or to direct the disposition of ~~37,327~~40,821 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of ~~31,782~~35,276 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 8,371 shares as a result of its serving as investment manager of Australian investment offerings. The address of Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355.

(4) Based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission on February ~~9, 2018,~~8, 2019, by Dimensional Fund Advisors LP (“Dimensional Fund Advisors”). Dimensional Fund Advisors has sole power to vote or direct the vote of ~~2,649,660~~2,067,845 shares and sole power to dispose or to direct the disposition of ~~2,725,814~~2,141,733 shares. The address of Dimensional Fund Advisors is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(5) Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 7, 2018, by The Bank of New York Mellon Corporation (“Mellon”), BNY Mellon IHC, LLC ("BNY") and MBC Investments Corporation ("MBC"). This Schedule 13G states that Mellon is deemed to be the beneficial owner of 1,868,206 shares by virtue of its control over BNY, which is deemed to be the beneficial owner of 1,749,354 shares and MBC, which is deemed

to be the beneficial owner of 1,749,354 shares, as a result of the entities acting as parent holding companies in accordance with Section 240.13-d(1)(b)(1)(ii)(G). Mellon has sole power to vote or direct the vote of 1,763,775 shares, sole power to dispose or to direct the disposition of 1,629,573 shares, and shared power to dispose or to direct the disposition of 234,854 shares. BNY has sole power to vote or direct the vote of 1,644,923 shares, sole power to dispose or to direct the disposition of 1,510,721 shares, and shared power to dispose or to direct the disposition of 234,854 shares. MBC has sole power to vote or direct the vote of 1,644,923 shares, sole power to dispose or to direct the disposition of 1,510,721 shares, and shared power to dispose or to direct the disposition of 234,854 shares. The address of Mellon is 225 Liberty Street, New York, New York 10286.

~~(6)~~(5) Shares beneficially owned by Mr. Lo include (1) 120,048 shares held ~~of record~~ by ~~The~~the Patrick and Emily Lo Revocable Trust dated 4-7-99, (2) 147,668 shares held ~~of record~~ by the education trusts of Mr. Lo's children and Mr. Lo is a co-trustee of each such trust, and (3) ~~99,588~~121,985 shares held of record by Mr. Lo.

(6) Based on information contained in a Form 4 filed with the Securities and Exchange Commission on July 3, 2018, which is the most recent NETGEAR Form 4 for Ms. Gorjanc before she became Arlo's CFO in August 2018.

(7) Shares beneficially owned by Ms. Scherer include (1) 1,000 shares held by William S. & Barbara V. Scherer Trust, UAD 10/26/2000, Barbara Scherer & William S. Scherer TTEE's trust, and (2) 11,142 shares held of record by Ms. Scherer.

(8) The Securities and Exchange Commission deems a person to have beneficial ownership of all shares that he or she has the right to acquire within 60 days. The shares indicated represent shares underlying stock options exercisable and restricted stock units vesting within 60 days of April ~~2, 2018.~~1, 2019.

Section 16(a) Beneficial Ownership Reporting Compliance

THE BOARD OF DIRECTORS OF

~~JOCELYN E. CARTER-MILLER~~

~~GRADY K. SUMMERS~~

Dated: April ~~20, 2018~~19, 2019

~~2016 EQUITY INCENTIVE PLAN~~

~~(As Amended and Restated _____, 2018)~~

1.~~Purposes of the Plan. The purposes of this Plan are:~~

•~~to attract and retain the best available personnel for positions of substantial responsibility,~~

•~~to provide additional incentive to Employees, Directors and Consultants, and~~

•~~to promote the success of the Company’s business.~~

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares, and other stock or cash awards as the Administrator may determine.

2.~~Definitions. As used herein, the following definitions will apply:~~

~~(a)~~“~~Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.~~

~~(b)~~“~~Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Company.~~

~~(c)~~“~~Applicable Laws~~” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

~~(d)~~“~~Award~~” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, or other stock or cash awards as the Administrator may determine.

~~(e)~~“~~Award Agreement~~” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

~~(f)~~“~~Board” means the Board of Directors of the Company.~~

~~(g)~~“~~Change in Control” means the occurrence of any of the following events:~~

~~(i)A change in the ownership of the Companywhich occurs on the date that any one person, or more than one person acting as a group (“Person~~”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; or

~~(ii)~~A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause

~~(ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or~~

~~(iii)~~A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

~~(h)~~“~~Code~~” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

~~(i)~~“~~Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or a duly authorized committee of the Board, in accordance with Section 4 hereof.~~

~~(j)~~“~~Common Stock” means the common stock of the Company.~~

~~(k)~~“~~Company” means NETGEAR, Inc., a Delaware corporation, or any successor thereto.~~

~~(l)~~“~~Consultant~~” means any natural person, including an advisor, engaged by the Company or a Parent, Subsidiary or Affiliate to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided, further, that a Consultant will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.

~~(m)~~“~~Determination Date” means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as “performance-based compensation” under Section 162(m) of the Code.~~

~~(n)~~“~~Director” means a member of the Board.~~

~~(o)~~“~~Disability~~” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

~~(p)~~“~~Dividend Equivalent~~” means a credit, payable in cash or Shares, made at the discretion of the Administrator or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant. Dividend Equivalents will be subject to the same vesting restrictions as the related Shares subject to the underlying Award.

~~(q)~~“~~Employee~~” means any person, including Officers and Directors, employed by the Company or any Parent, Subsidiary or Affiliate of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

~~(r)~~“~~Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

~~(s)~~“~~Exchange Program~~” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced.

~~(t)~~“~~Fair Market Value” means, as of any date, the value of Common Stock determined as follows:~~

~~(i)~~If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in ~~The Wall Street Journal~~ ~~or such other source as the Administrator deems reliable;~~

~~(ii)~~If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in ~~The Wall Street Journal~~ ~~or such other source as the Administrator deems reliable; or~~

~~(iii)In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.~~

~~(u)~~“~~Fiscal Year” means the fiscal year of the Company.~~

~~(v)~~“~~Full Value Award~~” means any Award which results in the issuance of Shares other than Options, Stock Appreciation Rights or other Awards which are based solely on an increase in value of the Shares following the date of grant.

~~(w)~~“~~Incentive Stock Option” means an Option that by its terms qualifies and is intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.~~

~~(x)~~“~~Inside Director” means a Director who is an Employee.~~

~~(y)~~“~~Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.~~

~~(z)~~“~~Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.~~

~~(aa)~~“~~Option” means a stock option granted pursuant to the Plan.~~

~~(ab)~~“~~Outside Director” means a Director who is not an Employee.~~

~~(ac)~~“~~Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.~~

~~(ad)~~“~~Participant” means the holder of an outstanding Award.~~

~~(ae)~~“~~Performance Goals” will have the meaning set forth in Section 12 of the Plan.~~

~~(af)~~“~~Performance Period” means any Fiscal Year of the Company or such other period as determined by the Administrator in its sole discretion.~~


Name	Fees Earned In Cash ($)	Stock Awards ($) (1)	Option Awards ($) (2)	Total ($)	Fees Earned In Cash ($)	Stock Awards ($) (1)	Option Awards ($) (2)	Total ($)
Jocelyn E. Carter-Miller ~~(3)~~(4)	51,000	199,964	—	250,964	32,083	199,969	—	232,052
Ralph E. Faison ~~(3)~~(4)	51,500	199,964	—	251,464	29,167	199,969	—	229,136
Jef T. Graham (3)	47,750	199,964	—	247,714	52,500	199,969	—	252,469
Bradley L. Maiorino (5)					28,750	183,307	—	212,057
Janice M. Roberts (6)					—	—	—	—
Gregory J. Rossmann (3)	49,500	199,964	—	249,464	50,000	199,969	—	249,969
Barbara V. Scherer (3)	69,000	199,964	—	268,964	75,000	199,969	—	274,969
Julie A. Shimer (3)	67,500	199,964	—	267,464	74,125	199,969	—	274,094
Grady K. Summers (3)	57,750	199,964	—	257,714
Grady K. Summers (3)(4)					42,292	199,969	—	242,261
Thomas H. Waechter (3)	55,250	199,964	—	255,214	57,500	199,969	—	257,469


Fee Category	2017 Fees		2016 Fees		2018 Fees		2017 Fees
Audit Fees	$	2,339,739	$	1,794,075	$	3,099,344	$	2,339,739
Audit-Related Fees	—		—		4,317,000		—
Tax Fees	678,593		508,119		2,160,801		678,593
All Other Fees	3,600		3,600		4,500		3,600
Total Fees	$	3,021,932	$	2,305,794	$	9,581,645	$	3,021,932


NEO	Target 2017 Cash Incentive Compensation	Total 2017 Cash Incentive Compensation Paid	Target 1H 2018 Cash Incentive Compensation	Total 1H 2018 Cash Incentive Compensation Paid
Patrick C.S. Lo	$977,500	$293,250	$514,625	$457,157
Christine M. Gorjanc	$407,438	$122,223
Bryan D. Murray			$83,208	$74,120
Michael F. Falcon	$244,463	$73,334	$125,213	$111,230
Andrew W. Kim	$243,810	$73,133	$127,710	$113,449
Christine M. Gorjanc			$208,688	$185,384


NEO	Target Sales Commissions as a Percentage of Salary	Target 2017 Sales Commissions as a Cash Amount	Target Sales Commissions as a Percentage of Salary	Target 2018 Sales Commissions as a Cash Amount
Michael A. Werdann	67%	$292,400	67%	$318,274


NEO	Target 2017 Cash Incentive Compensation	Total 2017 Cash Incentive Compensation Paid	Target 2018 Cash Incentive Compensation	Total 2018 Cash Incentive Compensation Paid
Michael A. Werdann	$292,400	$319,979	$318,274	$316,969


1.	To elect ~~nine (9)~~seven (7) directors to serve until the next Annual Meeting of Stockholders;


2.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2018;~~2019;


3.	To approve the non-binding advisory proposal regarding executive compensation; and


4.	~~To approve an amendment to the NETGEAR, Inc. 2016 Equity Incentive Plan to increase the number of shares of NETGEAR, Inc. common stock authorized for issuance thereunder by 1,700,000 shares; and~~


5.	To transact such other business as may properly come before the annual meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary, or before any adjournment thereof.

Insert Title Here

	Page
GENERAL INFORMATION	1
Notice Regarding the Availability of Proxy Materials	1
Voting Procedures	1
Methods of Voting	1
Revoking Your Proxy	2
Quorum Requirement	2
Votes Required for Each Proposal	2
Abstentions	3
Broker Non-Votes	3
Proxy Solicitation Costs	3
Deadline for Receipt of Stockholder Proposals or Director Nominations for 2019 Annual Meeting	43
Stockholder Communications to Directors	4
PROPOSAL ONE - ELECTION OF DIRECTORS	5
Nominees	5
Information Concerning the Nominees ~~and Incumbent Directors~~	5
Vote Required and Board of Directors' Recommendation	7
Board and Committee Meetings	87
Audit Committee	8
Compensation Committee	98
Nominating and Corporate Governance Committee	98
Policy for Director Recommendations and Nominations	9
Corporate Governance Policies and Practices	109
Related Party Transactions	1110
Stockholder Engagement	11
Board Leadership Structure	1211
Lead Independent Director	12
Risk Management	12
Director Compensation	12
~~Risk Management~~	13
Fiscal Year ~~2017~~2018 Director Compensation	13
Director Stock Ownership Guidelines	14
Compensation Committee Interlocks and Insider Participation	14
PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	15
Audit and Related Fees	15
Vote Required and Board of Directors' Recommendation	16
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	17
PROPOSAL THREE - ADVISORY VOTE ON EXECUTIVE COMPENSATION	18
Vote Required and Board of Directors' Recommendation	18
COMPENSATION DISCUSSION AND ANALYSIS	19


(3)	On ~~June 1, 2017,~~May 31, 2018, each of ~~these~~the then-serving directors was issued ~~4,683~~3,308 restricted stock units, which vest entirely on the date of the ~~2018~~2019 Annual Meeting of Stockholders. Each grant of these restricted stock units had a grant date fair value of ~~$199,964.~~$199,969. There were no stock option awards made to the directors in ~~2017.~~2018.


(4)	Ms. Carter-Miller and Messrs. Faison and Summers subsequently forfeited the NETGEAR award for 3,308 restricted stock units on August 7, 2018, in connection with their resignation from the NETGEAR Board in order to transition to the Arlo Board of Directors. Arlo subsequently issued each of these individuals 25,148 Arlo restricted stock units with a grant date value of $359,997.


(5)	On July 2, 2018, Mr. Maiorino was issued 2,831 restricted stock units in connection with his appointment to the Board, which vest entirely on the date of the 2019 Annual Meeting of Stockholders. The grant of these restricted stock units had a grant date fair value of $183,307.



Fiscal Year	Stock Options Granted	Full Value Equity Awards Granted	Total Shares Granted (Adjusted) (1)	Weighted Average Shares Outstanding	Adjusted Burn Rate (2)		Unadjusted Burn Rate (3)
2017	348,000	617,937	1,892,843	32,096,759	5.90	%	3.01	%
2016	328,000	479,249	1,526,123	32,757,833	4.66	%	2.46	%
2015	296,000	524,566	1,607,415	33,161,112	4.85	%	2.47	%



Name of Individual or Group	Option Awards (shares)	Weighted Average Option Exercise Price		Option Awards (1)		Stock Awards (shares)	Stock Awards (2)
Patrick C.S. Lo	115,000	$	42.70	$	1,408,440	45,486	$	2,020,702
Christine M. Gorjanc	35,000	$	42.70	$	428,656	17,302	$	771,714
Michael F. Falcon	25,000	$	42.70	$	306,183	11,151	$	492,607
Andrew W. Kim	25,000	$	42.70	$	306,183	11,120	$	490,840
Michael A. Werdann	18,000	$	42.70	$	220,451	10,000	$	427,000
Executive officers as a group (10 persons)	328,000	$	42.70	$	4,017,114	142,630	$	6,313,810
Non-executive director group (8 persons)	—	$	—	—		37,464	$	1,599,713
Non-executive officer employee group (686 persons)	20,000	$	49.20	$	281,342	437,843	$	22,641,070


NEO	Target Bonus as a Percentage of Salary	Target 2017 Bonus as a Cash Amount	Target 1H Bonus as a % of IH Salary	Target 1H 2018 Bonus as a Cash Amount
Patrick C.S. Lo	115%	$977,500	115%	$514,625
Christine M. Gorjanc	75%	$407,438
Bryan D. Murray (*)			50%	$83,208
Michael F. Falcon	60%	$244,463	60%	$125,213
Andrew W. Kim	60%	$243,810	60%	$127,710
Christine M. Gorjanc			75%	$208,688


NEO	Shares Subject to Option (#)	Grant Date Fair Value ($)	Security	Shares Subject to Option (#)	Grant Date Fair Value ($)
Patrick C.S. Lo	115,000	$1,408,440	NTGR	115,000	$2,372,254
Christine M. Gorjanc	35,000	$428,656
Bryan D. Murray			NTGR	30,000	$620,697
Michael F. Falcon	25,000	$306,183	NTGR	25,000	$515,708
Andrew W. Kim	25,000	$306,183	NTGR	25,000	$515,707
Michael A. Werdann	18,000	$220,451	NTGR	18,000	$371,309
Christine M. Gorjanc			NTGR	35,000	$721,990
			ARLO	468,750	$3,178,711


Name and Principal Position	Year	Salary		Stock Awards(1) (3)				Option Awards (2) (3)		Non-Equity Incentive Plan Compensation (3)			All Other Compensation			Total		Year	Salary			Bonus			Stock Awards(1) (2)		Option Awards (1) (2)			Non-Equity Incentive Plan Compensation (2)			All Other Compensation (3)		Total
Patrick C.S. Lo, Chairman and Chief Executive Officer	2017	$	850,000	$	2,020,702	(9	)	$	1,408,440	$	293,250	(4)	$	3,000	(5)	$	4,575,392	2018	$	895,000		$	—		$	2,806,000	$	2,372,254		$	1,019,604	(4)	$	3,000	$	7,095,858
	2016	$	799,616	$	1,185,900			$	1,412,522	$	1,058,000		$	3,000		$	4,459,038	2017	$	850,000		$	—		$	2,020,702	$	1,408,440		$	293,250		$	3,000	$	4,575,392
	2015	$	775,000	$	782,000			$	1,084,698	$	267,375		$	3,000		$	2,912,073	2016	$	799,616		$	—		$	1,185,900	$	1,412,522		$	1,058,000		$	3,000	$	4,459,038
Christine M. Gorjanc, Chief Financial Officer	2017	$	543,250	$	771,714	(9	)	$	428,656	$	122,223	(4)	$	3,000	(5)	$	1,868,843
	2016	$	514,539	$	592,950			$	429,898	$	444,046		$	3,000		$	1,984,433
	2015	$	489,846	$	375,360			$	324,339	$	220,538		$	20,783		$	1,430,866
Bryan D. Murray, Chief Financial Officer (since August 2018)																		2018	$	349,475		$	99,850	(5)	$	591,810	$	620,697		$	224,172	(6)	$	3,000	$	1,889,004
Michael F. Falcon, Chief Operations Officer	2017	$	407,438	$	492,607	(9	)	$	306,183	$	73,333	(4)	$	3,000	(5)	$	1,282,561	2018	$	424,679		$	—		$	1,462,000	$	515,707		$	252,868	(4)	$	3,000	$	2,658,254
	2016	$	385,904	$	395,300			$	307,070	$	222,023		$	3,000		$	1,313,297	2017	$	407,438		$	—		$	492,607	$	306,183		$	73,333		$	3,000	$	1,282,561
	2015	$	367,385	$	218,960			$	270,282	$	110,268		$	3,000		$	969,895	2016	$	385,904		$	—		$	395,300	$	307,070		$	222,023		$	3,000	$	1,313,297
Andrew W. Kim, Senior Vice President of Corporate Development, General Counsel and Corporate Secretary	2017	$	406,350	$	490,840	(9	)	$	306,183	$	73,133	(4)	$	3,000	(5)	$	1,279,506	2018	$	436,343		$	127,710	(5)	$	2,222,500	$	515,707		$	260,005	(4)	$	3,000	$	3,565,265
	2016	$	375,661	$	395,300			$	307,070	$	216,131		$	3,000		$	1,297,162	2017	$	406,350		$	—		$	490,840	$	306,183		$	73,133		$	3,000	$	1,279,506
	2015	$	357,385	$	218,960			$	270,282	$	107,268		$	3,000		$	956,895	2016	$	375,661		$	—		$	395,300	$	307,070		$	216,131		$	3,000	$	1,297,162
Michael A. Werdann, Senior Vice President of Worldwide Sales	2017	$	438,600	$	427,000			$	220,451	$	319,979	(7)	$	3,000	(5)	$	1,409,030	2018	$	477,411		$	95,000	(7)	$	701,500	$	371,309		$	316,969	(8)	$	3,000	$	1,965,189
	2016	$	396,173	$	384,500			$	221,090	$	286,208	(8)	$	3,000	(6)	$	1,290,971	2017	$	438,600		$	—		$	427,000	$	220,451		$	319,979		$	3,000	$	1,409,030
	2015	$	342,054	$	484,020			$	194,603	$	297,762		$	3,000		$	1,321,439	2016	$	396,173		$	—		$	384,500	$	221,090		$	286,208		$	3,000	$	1,290,971
Christine M. Gorjanc, Former Chief Financial Officer (until August 2018)																		2018	$	556,691	(9)	$	62,823	(10)	$	1,052,250	$	3,900,701	(11)	$	185,384	(12)	$	3,000	$	5,760,849
																		2017	$	543,250		$	—		$	771,714	$	428,656		$	122,223		$	3,000	$	1,868,843
																		2016	$	514,539		$	—		$	592,950	$	429,898		$	444,046		$	3,000	$	1,984,433


~~(3)~~(2)	The amounts set forth in these columns are subject to clawback provisions.


~~(4)~~	~~Represents bonus amount earned under the Company's 2017 executive bonus plan and paid in February 2018.~~


~~(5)~~(3)	Consists of matching contributions under our 401(k) plan that were earned in ~~2017~~2018 and paid in ~~January 2018.~~February 2019.


(4)	Represents bonus amount earned under the Company's 2018 executive bonus plan paid during 2018 and in February 2019.


(5)	Represents a discretionary retention bonus payment awarded by the Board of Directors for the efforts to timely complete the Arlo IPO and the Arlo Spin-Off. The retention bonus was paid during 2018 and in February 2019.


(7)	Represents ~~payments earned under~~a discretionary retention bonus payment awarded by the Board of Directors in recognition of Mr. Werdann's ~~2017 annual sales commission plan.~~20 years of service to the Company and for his role in facilitating the Arlo IPO and the Arlo Spin-Off.


(8)	Represents ~~payments~~commission earned under Mr. Werdann's ~~2016~~2018 annual sales commission plan.


(9)	~~Includes~~Represents the ~~following stock award amounts granted in January 2017, in recognition of 2016 Company performance: Mr. Lo, $312,702;~~aggregate salary paid to Ms. Gorjanc ~~$131,214; Mr. Falcon, $65,607;~~during 2018 by the Company (to August 2, 2018) and ~~Mr. Kim, $63,840. As discussed~~Arlo (from August 2, 2018).


(12)	Represents bonus earned under the Company's 2018 executive bonus plan and paid during 2018, with respect to Ms. Gorjanc's service as Chief Financial Officer of NETGEAR.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards (1)				Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards	All Other Stock Awards: Number of Shares of Stock (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards (1)
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		All Other Stock Awards: Number of Shares of Stock (#)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards (1)		Security	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Target (#)	All Other Stock Awards: Number of Shares of Stock (#)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards (1)
Patrick C.S. Lo	1/27/2017 (2)							5,486	—	$	—	$	312,702	NTGR	1/25/2018 (2)								40,000	—	$	—	$	2,806,000
	3/23/2017 (3)	$	—	$	977,500	$	1,466,250							NTGR	1/25/2018 (3)								—	115,000	$	70.15	$	2,372,254
	6/1/2017 (4)							—	115,000	$	42.70	$	1,408,440		1/25/2018 (4)	$	—	$	514,625	$	771,938
	6/1/2017 (5)							40,000	—	$	—	$	1,708,000		7/19/2018 (6)	$	—	$	514,625	$	771,937
Christine M. Gorjanc	1/27/2017 (2)							2,302	—	$	—	$	131,214
Bryan D. Murray														NTGR	1/25/2018 (2)								1,400	—	$	—	$	98,210
														NTGR	4/30/2018 (2)								8,000	—	$	—	$	493,600
	3/23/2017 (3)	$	—	$	407,438	$	611,157							NTGR	8/2/2018 (3)								—	30,000	$	64.50	$	620,697
	6/1/2017 (4)							—	35,000	$	42.70	$	428,656		1/25/2018 (7)	$	—	$	83,208	$	124,812
	6/1/2017 (5)							15,000	—	$	—	$	640,500		7/19/2018 (6)	$	—	$	137,294	$	205,941
Michael F. Falcon	1/27/2017 (2)							1,151	—	$	—	$	65,607	NTGR	1/25/2018 (2)								10,000	—	$	—	$	701,500
	3/23/2017 (3)	$	—	$	244,463	$	366,694							NTGR	1/25/2018 (3)								—	25,000	$	70.15	$	515,708
	6/1/2017 (4)							—	25,000	$	42.70	$	306,183		1/25/2018 (4)	$	—	$	125,213	$	187,820
	6/1/2017 (5)							10,000	—	$	—	$	427,000		7/19/2018 (6)	$	—	$	129,595	$	194,391
														NTGR	7/19/2018 (8)							10,000	—	—	$	—	$	760,500
Andrew W. Kim	1/27/2017 (2)							1,120	—	$	—	$	63,840	NTGR	1/25/2018 (2)								10,000	—	$	—	$	701,500
														NTGR	1/25/2018 (3)								—	25,000	$	70.15	$	515,707
	3/23/2017 (3)	$	—	$	243,810	$	365,715								1/25/2018 (4)	$	—	$	127,710	$	191,565
	6/1/2017 (4)							—	25,000	$	42.70	$	306,183		7/19/2018 (6)	$	—	$	134,096	$	201,143
	6/1/2017 (5)							10,000	—	$	—	$	427,000	NTGR	7/19/2018 (8)							20,000	—	—	$	—	$	1,521,000
Michael A. Werdann	3/23/2017 (6)	$	—	$	292,400	$	1,462,000							NTGR	1/25/2018 (2)								10,000	—	$	—	$	701,500
	6/1/2017 (4)							—	18,000	$	42.70	$	220,451	NTGR	1/25/2018 (3)								—	18,000	$	70.15	$	371,309
	6/1/2017 (5)							10,000	—	$	—	$	427,000		1/2/2018 (9)	$	—	$	318,274	$	1,591,433
Christine M. Gorjanc														NTGR	1/25/2018 (2)								15,000	—	$	—	$	1,052,250
														NTGR	1/25/2018 (3)								—	35,000	$	70.15	$	721,990
															1/25/2018 (4)	$	—	$	206,688	$	313,031
															8/2/2018 (10)	$	—	$	206,688	N/A
														ARLO	8/2/2018 (5)									468,750	$	16.00	$	3,178,711


~~(4)~~(5)	~~25%~~These options to purchase Arlo common stock were granted by the Arlo Board of Directors in connection with the Arlo IPO. They have a ten-year contractual term and are performance based options that vest depending on satisfaction of service-based criteria, as established by the Arlo Board of Directors.


(7)	These potential payouts were pursuant to the terms of the Company's non-executive bonus plan.


~~(5)~~	These restricted stock unit awards will vest in four equal annual installments on the four anniversaries of the last day of the grant month, subject to the recipient continuing to be a service provider through such dates. Upon vesting, each restricted stock unit will entitle the recipient to receive one share of common stock of the Company.


~~(6)~~(9)	Represents the targeted and maximum potential commissions earnings for Mr. Werdann under his ~~2017~~2018 annual sales commission plan.


(10)	Represents Ms. Gorjanc's potential bonus payouts from Arlo for the second half of fiscal 2018, under terms approved by the Arlo Board of Directors.


(2)	25% of the shares subject to these options vested or will vest twelve months after the grant date, and 1/48 of the shares subject to these options vested or will vest each month thereafter, subject to the optionee continuing to be a service provider through such dates.