NETGEAR® Grants Inducement Equity Awards to New Employees Under Nasdaq Listing Rule 5635(c)(4)
NETGEAR, Inc. (Nasdaq: NTGR), a global leader in intelligent networking solutions that power extraordinary digital experiences, today announced the grant of inducement equity awards to new employees who recently joined the company. These awards were approved by NETGEAR’s Compensation Committee and are being issued under the company’s inducement plan, established in accordance with Nasdaq Listing Rule 5635(c)(4).
The inducement equity plan is designed specifically to attract talented individuals who are new to NETGEAR or returning after a bona fide period of non-employment. By offering equity incentives, the company reinforces its commitment to aligning employee interests with those of shareholders and motivating long-term contributions to NETGEAR’s growth and innovation.
Details of the Inducement Awards
Under the inducement plan, NETGEAR granted time-based restricted stock units (RSUs) covering a total of 50,142 shares of NETGEAR common stock to various new employees. These RSU awards are structured to vest over a multi-year period, encouraging continued service and long-term engagement.
Each RSU award follows a standard vesting schedule:
- One-third (1/3) of the total number of shares subject to each award will vest on the one-year anniversary of the vesting commencement date.
- The remaining shares will vest in equal quarterly installments of one-twelfth (1/12) thereafter, subject to continued employment through each vesting date.
This structure underscores NETGEAR’s focus on fostering stability and long-term value creation within its workforce, while rewarding ongoing contributions to the company’s success.
Performance-Based RSU Awards
In addition to the time-based RSUs, one newly hired employee received a performance-based restricted stock unit (PSU) award targeting 10,417 shares of NETGEAR common stock. This performance grant ties directly to the company’s total shareholder return (TSR) relative to its industry peers over a defined period, reinforcing NETGEAR’s commitment to performance-driven compensation practices.
The final number of PSUs eligible to vest — referred to as “Vesting Eligible PSUs” — will be determined by comparing NETGEAR’s TSR to that of the companies included in the Nasdaq Telecommunications Index (IXTC). The evaluation period for performance measurement begins April 23, 2025, and concludes December 31, 2027.
At the end of the performance period, the Vesting Eligible PSUs, if any, will vest on the third anniversary of the grant date, contingent upon the employee’s continued service with NETGEAR through that time. This approach ensures that equity awards are both performance-based and retention-focused, encouraging the achievement of long-term strategic goals while rewarding employees who remain committed to the company’s mission.
Purpose and Alignment with Nasdaq Rule 5635(c)(4)
Nasdaq Listing Rule 5635(c)(4) permits companies to issue equity awards as a material inducement to individuals entering employment. Such grants do not require prior shareholder approval, provided they are made in compliance with the rule’s requirements and are publicly disclosed through a press release.
NETGEAR’s use of inducement awards aligns with this framework, serving as a strategic tool to attract high-caliber professionals in a competitive talent market. The company’s inducement plan demonstrates its focus on incentivizing innovation, accountability, and long-term shareholder value — principles that remain central to NETGEAR’s culture and success.
About NETGEAR, Inc.
Founded in 1996 and headquartered in the United States, NETGEAR® (NASDAQ: NTGR) is recognized worldwide as a pioneer in advanced networking solutions that connect people, power businesses, and enable extraordinary digital experiences. The company delivers a broad portfolio of award-winning products designed for both consumers and organizations — helping homes stay connected and businesses operate efficiently in an increasingly digital world.
For businesses, NETGEAR offers reliable, high-performance networking solutions tailored to meet the evolving needs of small and medium enterprises. Its product lineup includes managed and unmanaged switches, routers, access points, software platforms, and AV-over-IP technologies — all engineered for simplicity, scalability, and performance.
For consumers, NETGEAR provides cutting-edge solutions that deliver fast, secure, and seamless connectivity across homes and personal networks. From its Orbi WiFi systems and Nighthawk routers to cloud-based management and parental control tools, NETGEAR continues to set the standard for reliable, intelligent, and secure home networking.
With a commitment to innovation and customer satisfaction, NETGEAR strives to make connected living effortless — whether for families, professionals, or enterprises across the globe.Actual results may differ materially from those expressed or implied in these statements. NETGEAR undertakes no obligation to update forward-looking statements after the date of this release.
For more information, visit the NETGEAR Press Room or contact the company at (408) 907-8000. Stay connected with NETGEAR on Facebook, Instagram, and the NETGEAR Blog
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©2025 NETGEAR, Inc. NETGEAR and the NETGEAR logo are trademarks or registered trademarks of NETGEAR, Inc. and/or its affiliates in the United States and other countries. All other brand names and product names are the property of their respective holders and are used for identification purposes only.
The information contained in this release is subject to change without notice. NETGEAR shall not be held responsible for technical or editorial errors or omissions. All rights reserved.
