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NETGEAR® Announces Inducement Grants Under NASDAQ Listing Rule 5635(c)(4)

NETGEAR, Inc. (NASDAQ: NTGR), a global networking company that delivers innovative networking and Internet connected products to consumers and businesses, today announced that it granted inducement equity awards to newly-hired Chief Executive Officer, Charles (CJ) Prober, on February 27, 2024, pursuant to an offer letter entered into between NETGEAR and Mr. Prober, dated January 30, 2024 (the “Offer Letter”). The awards were granted in accordance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to Mr. Prober’s employment with NETGEAR.

The inducement awards consist of three stock unit awards consisting of (1) an award of time-based restricted stock units (“RSUs”) relating to 280,505 shares of NETGEAR’s common stock (the “2024 Annual Award); (2) an award of performance-based RSUs with a target amount of 455,820 shares of NETGEAR’s common stock (the “Sign-On PSU Award”); and (3) an award of time-based RSUs relating to 175,315 shares of NETGEAR’s common stock (the “Sign-On RSU Award”).

The 2024 Annual Award and the Sign-On RSU Award each will vest in equal annual installments over four years (with the first installment vesting on January 31, 2025), in each case subject to Mr. Prober’s continued service with NETGEAR through the vesting date.

The Sign-On PSU Award is divided into three equal tranches that each vest based on performance as follows: (i) the first tranche will vest based on performance from the January 31, 2024 through December 31, 2024, (ii) the second tranche will vest based on performance during calendar year 2025, and (iii) the third tranche will vest based on performance during calendar year 2026. For each tranche, the number of Sign-On PSUs that become eligible to vest (“Earned PSUs”) will be based on how the total shareholder return (“TSR”) of NETGEAR during the performance period compares to the TSRs of the companies in the Nasdaq Telecommunications Index (IXTC), as described in the Offer Letter.

The total number of Earned PSUs will be subject to a “true-up” if the cumulative 3-year relative TSR of NETGEAR from January 31, 2024 through December 31, 2026 is higher than the relative TSR as of the end of either of the first two performance periods.

About NETGEAR, Inc.

For more than 25 years, NETGEAR® (NASDAQ: NTGR) has been the innovative leader in connecting the world to the internet with advanced networking technologies for homes, businesses and service providers around the world. As staying connected has become more important than ever, NETGEAR delivers award-winning network solutions for remote work, distance learning, ultra high def streaming, online game play and more. To enable people to collaborate and connect to a world of information and entertainment, NETGEAR is dedicated to providing a range of connected solutions. From ultra-premium Orbi Mesh WiFi systems and high performance Nighthawk routers, to high-speed cable modems and 5G mobile wireless products to cloud-based subscription services for network management and security, to smart networking products and Video over Ethernet for Pro AV applications, NETGEAR keeps you connected. NETGEAR is headquartered in San Jose, California. Learn more on the NETGEAR Investor Page or by calling (408) 907-8000. Connect with NETGEAR: Twitter, Facebook, Instagram, LinkedIn and the NETGEAR blog at

© 2024 NETGEAR, Inc. NETGEAR and the NETGEAR logo are trademarks or registered trademarks of NETGEAR, Inc. and its affiliates in the United States and/or other countries. Other brand and product names are trademarks or registered trademarks of their respective holders. The information contained herein is subject to change without notice. NETGEAR shall not be liable for technical or editorial errors or omissions contained herein. All rights reserved.


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