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“Our team has done a remarkable job navigating the uncertainties of 2021 while continuing to provide outstanding service and support to our integrators and end consumers. Since our successful IPO in July, we’ve expanded our distribution presence, made significant investments into our product offering and software capabilities, and built a robust foundation for our new journey as a public company.”

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1

Adjusted Net Income and Adjusted EBITDA are non-GAAP financial metrics. For information about these metrics and a reconciliation to net loss see the appendix to this Proxy Statement.

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Sincerely,

John Heyman
Chief Executive Officer

Notice of our 2022 Annual Meeting of Stockholders

Please join us at our Annual Meeting.

Advance Voting Deadlines: If you are a stockholder of record and are voting by proxy, your vote must be received by 11:59 p.m. (Mountain time) on May 18, 2022, to be counted. Please note that if you hold your shares through a brokerage account or through a bank or another nominee, they may have an earlier deadline. Please refer to the voting instructions you received from such broker, bank, or other record holder.

To ensure your shares are voted, please vote your shares prior to the meeting by proxy on the internet, by telephone or by completing a proxy card and returning it by mail, even if you plan to attend in person. Only stockholders who own shares of Snap One Holdings Corp. common stock as of the Record Date will be entitled to attend and vote at the Annual Meeting. If you plan to attend, proof of stock ownership and government-issued photo ID will be required for admission; if your shares are not registered in your name, please bring evidence of that you were the beneficial owner as of the Record Date, which you may obtain from your bank, stockbroker or other adviser that holds your common stock.

We intend to hold the Annual Meeting in person. However, if we determine that is not possible or advisable, we will announce our change of plan in a press release, file the details with the SEC as proxy materials, and post them on our

website. Please check our website www.snapone.com the week of the meeting. Thank you for your ongoing support of and continued interest in Snap One. We look forward to seeing you at our Annual Meeting.

By Order of the Board of Directors

JD Ellis
Chief Legal Officer
April 4, 2022

Table of Contents

​	Proxy Statement Summary	​	​	​	​	1	​	​
​	About Us	​	​	​	​	1	​	​
​	About the Meeting	​	​	​	​	2	​	​
​	Please Vote	​	​	​	​	2	​	​
​	Our Board Nominees at a Glance	​	​	​	​	3	​	​
​	General Information About the Annual Meeting and Voting	​	​	​	​	4	​	​
​	Annual Meeting of Shareholders	​	​	​	​	4	​	​
​	Information about this Proxy Statement	​	​	​	​	4	​	​
​	Internet Availability of Proxy Materials	​	​	​	​	4	​	​
​	How to Vote	​	​	​	​	5	​	​
​	Shareholders Entitled to Vote; Quorum Requirement	​	​	​	​	5	​	​
​	Effect of Not Voting and Broker Non-Votes	​	​	​	​	5	​	​
​	Proxies; Revocation	​	​	​	​	6	​	​
​	Required Votes for Action to be Taken	​	​	​	​	6	​	​
​	Voting Results	​	​	​	​	7	​	​
​	Governance	​	​	​	​	8	​	​
​	Proposal 1 — Election of Directors	​	​	​	​	8	​	​
​	Board of Directors	​	​	​	​	8	​	​
​	Controlled Company	​	​	​	​	14	​	​
​	Nomination Rights	​	​	​	​	14	​	​
​	Removal of Directors; Vacancies	​	​	​	​	14	​	​
​	Board Independence	​	​	​	​	15	​	​
​	Leadership Structure	​	​	​	​	15	​	​
​	Board Committees	​	​	​	​	16	​	​
​	Board and Committee Meetings	​	​	​	​	19	​	​
​	Board Diversity Matrix	​	​	​	​	20	​	​
​	Stockholder Recommendations of Director Candidates	​	​	​	​	20	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	20	​	​
​	Policy Against Speculative Trading, Hedging and Pledging	​	​	​	​	21	​	​
​	ESG Highlights	​	​	​	​	21	​	​
​	Code of Business Conduct and Ethics	​	​	​	​	22	​	​
​	The Board and Risk Oversight	​	​	​	​	23	​	​
​	Non-Employee Director Compensation	​	​	​	​	23	​	​

​	Directors Deferral Plan	​	​	​	​	26	​	​
​	Executive Compensation	​	​	​	​	27	​	​
​	Compensation Discussion and Analysis	​	​	​	​	27	​	​
​	Compensation Strategy	​	​	​	​	27	​	​
​	Executive Officer Biographies	​	​	​	​	29	​	​
​	Summary Compensation	​	​	​	​	31	​	​
​	Outstanding Equity Awards Table	​	​	​	​	35	​	​
​	Equity Compensation Plan Information	​	​	​	​	37	​	​
​	Termination and Change in Control Provisions	​	​	​	​	39	​	​
​	Security Ownership	​	​	​	​	42	​	​
​	Security Ownership of Certain Beneficial Owners and Management	​	​	​	​	42	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	44	​	​
​	Related Party Agreements and Transactions	​	​	​	​	45	​	​
​	Arrangements with Our Directors, Executive Officers and Advisors	​	​	​	​	45	​	​
​	Transactions Benefiting our Controlling Shareholder	​	​	​	​	46	​	​
​	Related Persons Transactions Policy	​	​	​	​	46	​	​
​	Audit Matters	​	​	​	​	47	​	​
​	Proposal 2 — Ratification of Independent Registered Public Accounting Firm	​	​	​	​	47	​	​
​	Audit and Non-Audit Fees	​	​	​	​	48	​	​
​	Audit and Risk Management Committee Report	​	​	​	​	48	​	​
​	Additional Information	​	​	​	​	51	​	​
​	Proxy Solicitation Costs	​	​	​	​	51	​	​
​	Shareholder Proposals for 2023 Annual Meeting	​	​	​	​	51	​	​
​	Householding	​	​	​	​	52	​	​
​	Communication with Directors	​	​	​	​	52	​	​
​	Transfer Agent Information	​	​	​	​	52	​	​
​	Websites Not Incorporated by Reference	​	​	​	​	53	​	​
​	Appendix	​	​	​	​	54	​	​

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. For more information, please read our 2021 Annual Report and the entire Proxy Statement prior to voting.

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We bring together the best people, partners, and products to make lives more enjoyable, connected, and secure.

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Created out of respect and passion for smart technology, Snap One was founded by technology integrators who saw a better way to do things. These major milestones took us from scrappy startup to an industry leader.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares as soon as possible using one of the following methods:

General Information About the Annual Meeting and Voting

The 2022 Annual Meeting of Stockholders (“Annual Meeting”) of Snap One Holdings, Inc. (“Company,” “Snap One,” or “we”/”us”) will be held on Thursday, May 19, 2022, at 9:00 a.m. (MT), at the Company’s corporate office located at 11734 S. Election Road Draper, Utah 84020. If we determine it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements as promptly as practicable via the Investor Relations section of our website https://investors.snapone.com/.

Proof of stock ownership and government-issued photo ID will be required for admission. Only stockholders who own shares of Snap One Holdings Corp. common stock as of the close of business on March 21, 2022 (the “Record Date”) will be entitled to attend and vote at the Annual Meeting. If you are a stockholder as of the Record Date and plan to attend the Annual Meeting, please save your proxy card or Notice of Internet Availability of Proxy Materials (“Notice”) and bring it to the Annual Meeting as your admission ticket. If you plan to attend but your shares are not registered in your name, you must bring evidence of stock ownership as of the Record Date, which you may obtain from your bank, stockbroker or other adviser. If you would like to request assistance or accommodation to gain access or receive communications of the Annual Meeting, please contact us at 801-523-3100 ext. 4257 or at Snap One Holdings Corp., 11734 S. Election Road Draper, Utah 84020.

Why You Received this Proxy Statement. You have received these proxy materials because our board of directors (“Board of Directors” or “Board”) is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares. We either (1) mailed you a Notice notifying each shareholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report for fiscal year ended December 31, 2021 (referred to as the “Proxy Materials”) or (2) mailed you a paper copy of the Proxy Materials and a proxy card in paper format. You received these Proxy Materials because you were a shareholder of record as of the close of business on the Record Date. If you would like to receive a paper copy of the Proxy Materials, please follow the instructions for requesting such materials contained in the Notice.

Beneficial Owners: If you hold your shares in a brokerage account or through a bank or another nominee, please check the information that your broker, bank or other holder of record sent to you regarding the availability of Proxy Materials electronically or in paper format.

Registered and beneficial shareholders may view and print this Proxy Statement and the Company’s 2021 Annual Report at http://www.astproxyportal.com/ast/24529 or in the Investor Relations section of the Company’s website at https://investors.snapone.com/.

Stockholders of Record. If you are a stockholder of record, you may vote in one of the following four ways:

(1)

By Internet: You may vote via Internet by following the instructions provided in the Notice or, if you receive your proxy materials by U.S. mail, by following the instructions on the proxy card.

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(2)

By Telephone: You may vote by calling the telephone number provided in the Notice or, if you receive your proxy materials by U.S. mail, you may vote by following the instructions on the proxy card.

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(3)

By Mail: If you receive your proxy materials by mail, you may complete, sign and return the accompanying proxy card in the postage-paid envelope provided. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting.

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(4)

In Person: If you are a stockholder as of the Record Date, you may vote in person at the meeting. Submitting a proxy will not prevent stockholders from attending the Annual Meeting, revoking their earlier-submitted proxy, and voting in person.

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Proxies submitted by telephone or Internet must be received by 11:59 PM MT on May 18, 2022.

Beneficial Owners. If you are a beneficial owner of shares held in street name, you will receive voting instructions from your brokerage firm, bank or other nominee regarding how to direct them to vote your shares. If you are a street name stockholder, you may not vote your shares on your own behalf at the Annual Meeting unless you obtain a legal proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Holders of our common stock are entitled to one vote for each share of record held on the Record Date on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our common stock do not have cumulative voting rights in the election of directors.

A majority of the shares of all issued and outstanding stock entitled to vote on the Record Date must be present in person or represented by proxy to constitute a quorum. Shares represented by broker non-votes, as described below, and votes to “ABSTAIN” are counted as present and entitled to vote for purposes of determining a meeting quorum. No business may be conducted at the Annual Meeting if a quorum is not present.

As of March 21, 2022, the Record Date for the Annual Meeting, we had 75,882,589 shares of common stock outstanding.

If you are a stockholder of record, then your shares will not be voted if you do not provide your proxy, unless you attend and vote in person during the Annual Meeting.

If you are the beneficial owner of shares held in the name of a broker, bank or other nominee and you do not provide that a broker, bank or other nominee with voting instructions, that person will only have discretionary authority to vote on routine matters that come before the Annual Meeting. Under The Nasdaq Stock Market, LLC

(“Nasdaq”) rules, broker, bank or other nominees cannot vote on non-routine matters. Our Proposal 2 (ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2022) is the only proposal in this Proxy Statement that is considered a routine matter. The other proposals are not considered routine matters, and without your instructions or attendance at the Annual Meeting, your shares will not be voted on these matters. When shares held by beneficial owners through a broker, bank or other nominee are not voted for a non-routine matter (such as Proposal 1, election of two Class I Directors), it is referred to as a “broker non-vote.” Broker non-votes are not considered “present,” except with respect to routine matters, and as such, broker non-votes will not affect the outcome of any other proposals.

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. You may specify whether your shares should be voted for or against all, any or none of the nominees for director and whether your shares should be voted for or against each of the other proposals. If you sign and return the proxy card without indicating your instructions, your shares will be voted as follows:

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FOR the election of two Class I director nominees listed in this Proxy Statement;

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FOR the ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2022; and

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For or against any other matter properly presented at the Annual Meeting, in the proxies’ discretion.

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Our Board does not intend to present any business at the Annual Meeting other than the proposals described in this Proxy Statement and knows of no other matters that are likely to be brought before the Annual Meeting. However, if any other matter comes before the Annual Meeting, your proxies will act on such matter in their discretion.

If you are a registered stockholder, you may revoke or change your proxy submitted before the Annual Meeting for any reason by, (1) voting in person at the Annual Meeting, (2) submitting a later-dated proxy online (your last vote before the Annual Meeting begins will be counted), or (3) sending a written revocation that is received before the Annual Meeting to the Corporate Secretary of the Company, c/o Snap One Holdings, Corp. 11734 S. Election Road, Draper, Utah 84020. If you are a beneficial owner of shares held in street name, you must contact the holder of record to revoke a previously authorized proxy.

(1)

Proposal 1: Each director is elected by a plurality vote; the two director nominees receiving the highest number of  “FOR” votes cast, even if less than a majority, will be elected. Abstentions and broker non-votes will have no effect on the outcome.

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(2)

Proposal 2: The ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for our fiscal year ending December 30, 2022, requires the affirmative vote of a majority of the votes cast by stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “FOR” or “AGAINST” this proposal, or you may indicate that you wish to “ABSTAIN” from voting on this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.

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We will announce preliminary results at the Annual Meeting. We will report final results by filing a Current Report on Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Governance

Our business and affairs are managed under the direction of our eight-member Board of Directors in accordance with our certificate of incorporation (“Certificate of Incorporation”), amended and restated bylaws (“Bylaws”) and the Corporate Governance Guidelines, a copy of which can be found on our website at https://investors.snapone.com/. Our Board is divided into three classes of directors, with the directors serving staggered three-year terms, with only one class of directors elected at each Annual Meeting. Our Class I directors are Messrs. Ragatz (Chair), Heyman and Plaehn (with their terms expiring at the 2022 Annual Meeting), our Class II directors are Dr. Neal and Messrs. Wagers and Sanchez (with their terms expiring at the Annual Meeting to be held in 2023) and our Class III directors are Mr. Best and Ms. Vanden-Eykel (with their terms expiring at the Annual Meeting to be held in 2024).

After discussion among members of the Board, the Board determined not to re-nominate Mr. Plaehn for election by stockholders at the 2022 Annual Meeting. The decision of the Board was a collaborative conclusion after discussions with Mr. Plaehn, and was based on several factors, including the Board’s appreciation of the significant amount of work Mr. Plaehn has performed as director of Snap One and chief executive officer of Control4 Corporation prior to its acquisition by the Company and the substantial on-going time commitment that service on the Board entails. The decision not to re-nominate Mr. Plaehn was not a product of any disagreement or event or circumstance which would have disqualified him from service on the Board. The Company is grateful to Mr. Plaehn for his contributions and his years of dedicated service on the Board and wishes him well in his retirement.

As a recent public company, we believe that our Board’s classified structure provides enhanced continuity and stability in business strategies and policies. Under the current system, after each election, at least two-thirds of the Board will have had prior experience and familiarity with our business, which is beneficial for long-term strategic planning and oversight of our operations. We believe that maintaining a classified board structure balances the need for stockholders to express their opinion on the Board’s performance with the need for our directors to focus on our long-term success and maximize value for stockholders.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in each of the directors’ individual biographies below. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess, but in identifying and evaluating director nominees, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

There are no family relationships among our directors and director nominees, or between our directors, director nominees and executive officers.

At the Annual Meeting, stockholders will be asked to vote for two Class I nominees listed below to serve until the 2025 Annual Meeting, and the election and qualification of his or her successor, or until such director’s earlier death, disqualification, resignation or removal. The only members of our Board of Directors with expiring terms are the three Class I directors, and one Class I director, Martin Plaehn, has not been re-nominated for election, and therefore proxies can only be voted for up to a maximum of two persons. Each of the nominees listed below has agreed to stand for election and has indicated he or she is willing to serve as a member of the Board. If any nominee for any reason is unable to serve or will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine.

An affiliate of H&F beneficially owns more than 50% of our common stock and voting power. Under certain provisions of our amended and restated bylaws (“Bylaws”) and our Stockholders Agreement (as defined below and described in the section entitled “Related Party Agreements and Transactions — Stockholders Agreement”), H&F and its affiliated entities are entitled to nominate at least a majority of the total number of directors comprising our Board. As a result, we are a “controlled company” as that term is set forth in Section 5615(c)(1) of the Nasdaq rules.

Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) the requirement that our director nominations be made, or recommended to our full Board, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. While we have the right to do so, we do not currently utilize any of these exemptions to the independence requirements imposed by the Nasdaq rules.

The Company is a party to a Stockholders Agreement with H&F and certain other stockholders, including certain officers, directors and employees of the Company (“Stockholders Agreement”). The Stockholders Agreement provides that, H&F has the right to nominate the number of directors to our Board described below (such persons nominated by H&F, the “H&F nominees”). H&F has the right to nominate a number of nominees equal to (x) the total number of directors comprising our Board at such time, multiplied by (y) the percentage of our outstanding common stock held from time to time by H&F, rounded up to the nearest whole number. For so long as we have a classified board, the H&F nominees must be divided by H&F as evenly as possible among the classes of directors. Pursuant to the Stockholders Agreement, for so long as H&F has the right to nominate any persons to our Board, (i) we will include the H&F nominees on the slate that is included in our proxy statements relating to the election of directors of the class to which such persons belong and provide the highest level of support for the election of each such persons as we provide to any other individual standing for election as a director, and (ii) we will include on the slate that is included in our proxy statement relating to the election of directors only (x) the H&F nominees, and (y) the other nominees (if any) nominated by our Board’s nominating and corporate governance committee. In addition, H&F and certain other stockholders have agreed with the Company to vote in favor of the Company slate that is included in our Proxy Statement.

Messrs. Ragatz and Best and Dr. Neal were nominated by H&F to serve on our Board pursuant to the Stockholders Agreement.

Our Certificate of Incorporation and Bylaws provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the Board; however, if at any time H&F owns at least 40% in the Company’s voting power entitled to vote generally in the election of directors, the stockholders may also fix the number of directors pursuant to a resolution adopted by the stockholders. Subject to certain exceptions described in this section below with respect to our Stockholders Agreement, newly created director positions resulting from an

increase in size of the Board and vacancies may be filled by our Board of Directors or our stockholders; provided, however, that at any time when H&F beneficially owns less than 40% in voting power of the stock of our Company entitled to vote generally in the election of directors, such vacancies shall be filled by our Board (and not by the stockholders).

Additionally, any or all of the directors may be removed at any time either with or without cause by the affirmative vote of a majority in voting power of all then outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class; provided, however, that at any time when H&F beneficially owns, in the aggregate, less than 40% in voting power of the then outstanding shares of the stock of the Company entitled to vote generally in the election of directors, any such director or all such directors may be removed only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then outstanding shares of the stock of the Company entitled to vote thereon, voting together as a single class.

In the event that a H&F nominee ceases to serve as a director for any reason (other than the failure of our stockholders to elect such individual as a director), the persons entitled to designate such nominee director under the Stockholders Agreement are entitled to appoint another nominee to fill the resulting vacancy. For additional information about the Stockholders Agreement, see the section entitled “Related Party Agreements and Transactions — Stockholders Agreement.”

Pursuant to the corporate governance listing standards of the Nasdaq, a director employed by us cannot be deemed to be an “independent director.” Each other director will qualify as “independent” only if our Board affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship.

Our Board has determined each of our directors are “independent” in accordance with the Nasdaq rules, other than Mr. Heyman, who serves full-time as our Chief Executive Officer. In making its independence determinations, our Board considered all relevant facts and circumstances, including (but not limited to) the director’s commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. At least annually, the Board evaluates all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, the Board will make an annual determination of whether each director meets the independence standards of Nasdaq, the SEC, and our applicable committees.

Our Board does not have a policy that the roles of Chief Executive Officer and Chairperson of the Board be either combined or separated, because the Board believes this determination should be made based on the best interests of the Company and its stockholders at any point in time based on the facts and circumstances then facing our Company. Currently, our leadership structure separates the roles of Chief Executive Officer and Chairperson of the Board with Mr. Heyman serving as our Chief Executive Officer and Mr. Ragatz serving as our non-executive Chairperson of the Board. We believe that this structure is appropriate as it provides Mr. Heyman with the ability to focus on our

day-to-day operations while allowing Mr. Ragatz to lead our Board in its fundamental role of providing advice to and oversight of management. Mr. Ragatz qualifies as independent under applicable rules and regulations of the SEC and Nasdaq.

The Board’s standing committees consist of an Audit and Risk Management Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these Committees is subject to its own charter, approved by our Board, copies of which can be found on our website at https://investors.snapone.com/. Our Board may from time to time establish other committees.

The Board held 15 Board and committee meetings during fiscal year 2021. Note that some of our committees were not created until after the Company’s IPO in July 2021. Each director attended at least 75% of the meetings of the Board and committees on which such director served in fiscal year 2021 and which were held during the period such director served. Members of our Board are encouraged to attend our annual meetings of stockholders. We did not hold an annual meeting of stockholders last year.

The table below provides certain highlights of the composition of our Board members and nominees as of March 21, 2022. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Stockholders who would like to recommend a director candidate for consideration by our Nominating and Corporate Governance Committee must send notice to Snap One Holdings Corp., Attn: Corporate Secretary,11734 S. Election Road Draper, Utah 84020, by registered, certified or express mail, and provide us with a brief biographical sketch of the recommended candidate, a document indicating the recommended candidate’s willingness to serve if elected, and evidence of the stock ownership of the person recommending such candidate. The Nominating and Corporate Governance Committee or its chair will then consider the recommended director candidate in accordance with the same criteria applied to other director candidates, including those described in our corporate governance guidelines and the charter of the Nominating and Corporate Governance Committee.

Compensation decisions are made by our Compensation Committee. None of our current or former executive officers or employees currently serves, or has served during our last completed fiscal year, as a member of our Compensation Committee and, during that period, none of our executive officers served as a member of a compensation committee (or committee serving an equivalent function) of any other entity whose executive officers served as a member of our Board.

We have entered into certain agreements with affiliates of H&F described in the section entitled “Related Party Agreements and Transactions — Stockholders Agreement.” While Messrs. Best and Ragatz and Dr. Neal are affiliated with H&F, they do not have a material interest in our transactions with H&F.

Our Insider Trading Policy regarding securities trades by Company officers, directors and employees and any other persons the Company determines should be subject to the policy, such as contractors and consultants (collectively, “Company Personnel”) prohibits Company Personnel, as well as their family and/​or household members, from directly or indirectly trading in options, warrants, puts and calls or similar instruments of the Company’s securities or selling such securities “short” ​(i.e., selling stock that is not owned and borrowing the shares to make delivery). In addition, such persons are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities. Furthermore, our Insider Trading Policy generally prohibits such persons from purchasing Company securities on margin or pledging Company securities without pre-clearance from the Company’s Chief Legal Officer or his designee.

Snap One aims to continue to develop Environmental, Social and Governance (“ESG”) policies focused on protecting the environment, promoting social equity, and exemplifying good governance. We believe that such policies align with our mission to make lives more enjoyable, connected, and secure, and that continuously striving to improve our ESG practices will help us attract new employees, customers and investors.

Snap One recognizes and embraces the role we have in protecting the environment in the communities where we live and work and our Partners’ end customers’ communities. By way of reaffirming our corporate ownership of environmental stewardship, we prioritize responsible waste management and energy conservation including the following initiatives:

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Reduce, Re-use, Recycle Initiative started in 2020 to reduce waste at distribution centers: The majority of our inbound ocean freight master pack boxes are re-used for outbound shipping, and boxes that cannot be re-used are recycled, using baling machines at each site for efficient consolidation and easier delivery to recyclers.

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•

Packing Material Re-Use (Hebron, KY): We started a pilot project to re-use cardboard boxes as packing material by using a cardboard perforator to convert cardboard to paper mesh netting that replaces bubble wrap and air bags; also reducing the amount of cardboard Snap One pays other companies to recycle.

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•

OvrC/4Sight platforms: Our use of these platforms conserve energy by reducing the need for Partner site visits to end customers and enables end customers to more easily manage their power consumption.

​

We are committed to attracting, developing and retaining a highly qualified, diverse and dedicated work force that encourages and fosters safety, innovation, employee development, and open communication. We believe that fair and equitable pay is an essential element of any successful organization, and we offer competitive pay to attract, motivate and retain exceptional talent, as well as a comprehensive benefits package to provide for the health, welfare and retirement needs of our employees.

Diversity, Equity and Inclusion

We promote a workplace culture of inclusiveness, dignity and respect for all employees as well as a safe, appropriate, and productive work environment. Our policies and initiatives include:

•

Equal Employment Opportunity and Commitment to Diversity Policy: We commit to make all employment-related decisions, to recruit and hire individuals and to conduct all personnel actions without regard to race, color, national origin, genetic information, gender identity, religion, age, sex, sexual orientation, disability, veteran status and/or any other status or condition; and also prohibit unlawful harassment and discrimination at our work facilities, as well as off-site.

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•

Diversity, Equity and Inclusion (DEI) Council. We created an employee-sponsored DEI Council to promote our shared vision of equality and belonging that facilitates community outreach, development workshops, and team member inclusion groups. We also created a Women in Tech group that focuses on education and awareness and hosts outside speakers, book clubs and mentoring programs for employees and our Partners.

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•

Community Involvement: Snap One participates, both directly and through its support of an employee-run non-profit organization 4Thought, in various philanthropic initiatives including supporting and raising funds for CMS foundation, AAPI LGBTQ youth, fighting homelessness and providing scholarships for students of color interested in coding.

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Employee Engagement

Snap One recognizes that engaged and enabled employees are better at home, in their communities and in our Company. With this in mind, we strive to create a culture and environment in which our employees thrive. Additionally, we support our employees in meeting their career goals through a range of development tools, resources and opportunities, including providing: a Company-wide employee recognition platform, open forums with executives through periodic Town Hall meetings, performance reviews and feedback between employees and managers, and employee management surveys to hear employees’ perspectives and measure employee satisfaction and the impact of our human capital management initiatives and programs.

Business Ethics

Snap One is committed to high standards of ethical, moral and legal business conduct, including the following policies and initiatives:

•

Partner Code of Conduct: We have high expectations of our vendors and require that they adhere to various standards of conduct with respect to legal compliance, anti-corruption and bribery, fair competition, intellectual property, privacy and information security, anti-discrimination, and global trade laws and regulations, including prohibition of slavery, child labor or human trafficking in any part of the supply chain.

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•

Employee Code of Business Conduct and Ethics: Employees’ business dealings are subject to high ethical standards for honesty, integrity and appropriate care with respect to conflicts of interest, fair competition, confidentiality, fair dealings with business partners and customers, political contributions, payments to government personnel, and insider trading. All employees undergo training for insider trading and sign off on all Employee Handbook provisions regarding our ethical standards including anti-retaliation, and the reporting of misconduct.

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•

Whistleblower Hotline. We believe open, honest communications are the expectation, not the exception. To align with that goal, we employ an independent third-party dedicated Whistleblower Hotline, to encourage employees and others to report suspected breaches of our Code of Conduct and any illegal or unethical activity, including fraud, abuse and other misconduct in the workplace, while cultivating a positive work environment.

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We adopted a Code of Business Conduct and Ethics (“Code of Conduct”) applicable to all employees, executive officers and directors that addresses legal and ethical issues that may be encountered in carrying out their duties

and responsibilities, including the requirement to report any conduct they believe to be a violation of the Code of Conduct. The Code of Conduct is available on our website, https://investors.snapone.com/​. If we ever were to amend or waive any provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Form 8-K.

The Board has extensive involvement in the oversight of risk management related to us and our business. Our Chief Executive Officer and other executive officers regularly report to the Board, as well as the Audit and Risk Management, the Compensation, and the Nominating and Corporate Governance Committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. Through its regular meetings with management, including the finance, legal, information technology, and internal audit functions, the Audit and Risk Management Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk, including with respect to cybersecurity, and the appropriate mitigating factors. The internal audit function reports functionally and administratively to our Chief Financial Officer and directly to the Audit and Risk Management Committee. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Nominating and Corporate Governance Committee is responsible for managing risks associated with the independence of the Board. The Board has also recently established an ESG Committee to assist the Board in fulfilling its oversight responsibilities regarding ESG matters including: environmental, health and safety, corporate social responsibility, sustainability, philanthropy, corporate governance, reputation, diversity, equity and inclusion, community issues, political contributions and other public policy matters relevant to the Company. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board keeps itself regularly informed regarding such risks through committee reports and otherwise.

For fiscal year 2021, director compensation and equity award grants for service on our Board were limited to directors not affiliated with H&F or employed by the Company; Kenneth R. Wagers III, Martin Plaehn, Adalio Sanchez, and Amy Steel Vanden-Eykel (each a “Non-Employee Director).

Effective upon the consummation of our IPO on July 30, 2021, our Board of Directors approved a Non-Employee Director compensation program. Under the new program, each Non-Employee Director receives an annual retainer of  $200,000, consisting of an annual cash retainer of  $75,000 payable in quarterly installments and an additional $125,000, which is paid in the form of an equity-based award, that vests in its entirety one year from the date of the grant. This plan also provides for the following additional cash stipends to our Non-Employee Directors for service on our Committees:

Prior to the adoption of the Non-Employee Director compensation program, each of our Non-Employee Directors was entitled to receive an annual cash retainer of  $75,000 for serving as a director, and Mr. Wagers was also entitled to receive an additional annual retainer of  $25,000 for serving as chair of our Audit and Risk Management Committee. Mr. Sanchez and Ms. Vanden-Eykel were granted 6,366 and 5,788 restricted stock units (“RSUs”) respectively on July 27, 2021. Messrs. Wagers and Plaehn were also granted 2,476 RSUs each on September 9, 2021. 100% of such RSUs will vest upon the first anniversary of such grants.

In addition, Messrs. Wagers and Plaehn received restricted stock awards on July 27, 2021 in exchange for their equity in Crackle Holdings, LP (the “Former Parent”) prior to the IPO. In this exchange, Mr. Wagers received 7,124 restricted stock awards and Mr. Plaehn received a total of 11,873 restricted stock awards.

Our directors are also reimbursed for reasonable travel and related expenses associated with attendance at Board or Committee meetings. The following table provides summary information concerning compensation paid or accrued by us on behalf of our Non-Employee Directors for services rendered to us during fiscal year 2021.

​

[1]

Amounts included in this column reflect the aggregate grant date fair value of RSUs granted in 2021, calculated in accordance with ASC Topic 718. The assumptions used in the valuation are discussed in Equity Agreements and Incentive Equity Plans to our audited consolidated financial statements contained in our 2021 Annual Report. As of December 31, 2021, the following table shows the aggregate number of outstanding unvested RSUs and unvested restricted stock held by each of the Directors:

​

None of the directors had any outstanding Options.

[2]

Erik Ragatz, Jacob Best, and Annmarie Neal did not receive any compensation as directors during fiscal year 2021.

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[3]

Mr. Sanchez received an annual cash retainer of  $41,097 for serving as director, a cash retainer of  $5,000 per year for serving on our Audit and Risk Management Committee, and a cash retainer of  $3,750 per year for serving on our Compensation Committee prorated for the part of the year the Non-Employee Director compensation program was in effect.

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[4]

Consists of 6,366 RSUs granted on July 27, 2021.

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[5]

Ms. Vanden-Eykel an annual cash retainer of  $75,000 for serving as director and an additional cash retainer of $7,500 per year for serving on our Nominating and Governance Committee, prorated for the part of the year the Non-Employee Director compensation program was in effect.

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[6]

Consists of 5,788 RSUs granted on July 27, 2021.

​

[7]

Mr. Plaehn received a quarterly fee of  $18,750 for serving as a director until our new Non-Employee Director compensation program came into effect in connection with our IPO. After such program was adopted, Mr. Plaehn received an annual cash retainer of  $75,000 for serving as director and an annual cash retainer of  $7,500 per year for serving on our Nominating and Governance Committee, prorated for the part of the year the Non-Employee Director compensation program was in effect.

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[8]

Consists of 2,476 RSUs granted on September 9, 2021.

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[9]

Mr. Wagers received a quarterly fee of  $18,750 for serving as a director and a quarterly fee of  $6,250 for serving as chair of our Audit and Risk Management Committee, in each case until our new Non-Employee Director compensation program came into effect in connection with our IPO. After such program was adopted, Mr. Wagers received an annual cash retainer of  $75,000 for serving as director and an annual cash retainer of  $25,000 for serving as chair of our Audit and Risk Management Committee, in each case prorated for the part of the year the Non-Employee Director compensation program was in effect.

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[10]

Consists of 2,476 RSUs granted on September 9, 2021.

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We have adopted stock ownership guidelines for our Non-Employee Directors in order to better align our eligible directors’ financial interests with those of our stockholders by requiring such directors to own a minimum level of our shares. Each of our Non-Employee Directors is required to own stock in an amount equal to five times the amount of the annual cash retainer (excluding committee retainers) within five years of becoming subject to the guidelines.

Our Board has adopted the Directors Deferral Plan (“Directors Deferral Plan”). All directors who are not our employees or employed by any of our subsidiaries are eligible to participate in the Directors Deferral Plan.

Deferral Elections. Under the terms of the Directors Deferral Plan, our non-employee directors may elect to defer all or a portion of shares issued upon settlement of their RSUs in the form of deferred stock units credited to an account maintained by us. Deferred stock units will be awarded from, and subject to the terms of the 2021 Equity Incentive Plan. Each deferred stock unit represents the right to receive a number of shares of our common stock equal to the number of deferred stock units initially credited to the director’s account plus the number of deferred stock units credited as a result of any dividend equivalent rights (to which deferred stock units initially credited to a director’s account are entitled).

Settlement of Deferred Stock Units. Directors may elect that settlement of deferred stock units be made or commence on (i) the first business day in a year following the year for which the deferral is made, (ii) following termination of service on our Board or (iii) the earlier of  (i) or (ii). Directors may elect that deferred stock units be settled in a single one-time distribution or in a series of up to 15 annual installments. In addition, deferred stock unit accounts will be settled upon a Change in Control (as defined in the 2021 Annual Incentive Plan) or upon a director’s death.

Administration; Amendment and Termination. Our Compensation Committee administers the Directors Deferral Plan. The Directors Deferral Plan or any deferral may be amended, suspended or, discontinued by our Compensation Committee at any time in the Compensation Committee’s discretion but no such amendment, suspension or discontinuance may reduce any director’s accrued benefit, except as required to comply with applicable law. Our Compensation Committee may terminate the Directors Deferral Plan at any time, as long as the termination complies with applicable tax and other requirements.

Executive Compensation

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements regarding Compensation Discussion and Analysis. These reduced reporting requirements include reduced disclosure about our executive compensation arrangements and no non-binding advisory votes on executive compensation.

Attracting and rewarding the best talent creates a competitive edge for Snap One. Cultivating a result-oriented culture focused on advancement and retention ensures Snap One continues to be the best place to work in our industry. Our competitive total rewards anchor on the following key programs: market-competitive retirement and healthcare benefits, market-competitive base pay plus annual incentives, and an attractive long-term equity incentive program for our leaders. We believe high performance should be rewarded through differentiation of merit, incentive, and equity awards, and because diverse teams are the most successful teams, we will strive to deliver total rewards programs that support diversity and create programs to ensure equitable pay.

Our principal executive officer and our two other most highly compensated executive officers as of December 31, 2021 for services rendered for fiscal year 2021, are consider the named executive officers or “NEOs.” In fiscal year 2021, the Company’s “NEOs” include John Heyman, Chief Executive Officer, Michael Carlet, Chief Financial Officer, and Jeff Hindman, Chief Revenue Officer.

See Mr. Heyman’s full biography in the “Governance — Board of Directors” section above.

Michael Carlet has served as our Chief Financial Officer since 2014. Prior to joining Snap One, Mr. Carlet served as Chief Operating Officer and Chief Financial Officer of the automotive division of Sears Holdings from 2013 to 2014. Prior to Sears, Mr. Carlet spent over 15 years with Driven Brands, Inc., the parent company of Meineke Car Care Centers, Inc., Maaco Franchising, Inc. and other automotive franchise brands, where he served as Chief Financial Officer from 2002 to 2013 and as Controller from 1997 to 2000. He began his career in public accounting with Ernst & Young. Mr. Carlet received his BA in Accounting from the Catholic University of America, and his MBA from Wake Forest University School of Business.

Jeffrey Hindman has served as our Chief Revenue Officer since 2019. He joined Snap One in 2016 as President of New Markets and became Executive Vice President of Sales and Marketing in 2018. Prior to Snap One, Mr. Hindman served eight years with Radiant Systems, Inc. and ultimately NCR Corporation (an enterprise technology provider for restaurants, retailers, and banks, which acquired Radiant in 2011) in a variety of roles, most recently as General Manager of NCR’s Hospitality SMB division. Prior to Radiant, Mr. Hindman was a consultant with McKinsey & Company and a technology investment banker with J.P. Morgan. Mr. Hindman received his BSE in Mechanical Engineering from Duke University and his MBA from Harvard Business School.

Jefferson Dungan has served as our Chief Operations Officer since we completed the acquisition of Control4 in August 2019. From 2006 to August 2019, Mr. Dungan held leadership positions at Control4 in Product Marketing, IT, Operations and Business Development; most recently serving as Senior Vice President, Operations and Business Development. Mr. Dungan also led Control4’s acquisitions of Leaf, PakEdge and Triad. Prior to Control4, Mr. Dungan held senior positions at HP, Celestica and BEA. Mr. Dungan received his BA in Electrical Engineering and Computer Science from Colorado State University.

G Paul Hess has served as our Chief Product Officer since 2019 and has held senior positions in product development, product management and marketing since joining Snap One in 2010. Prior to Snap One, Mr. Hess led regional and national sales roles for ELAN Home Systems, now part of Nice S.p.A., a residential control and audio-video manufacturer, from 2003 to 2010. Prior to ELAN, Mr. Hess worked in audiovisual retail sales before transitioning to co-ownership of a smart home dealership focused on upscale and estate smart home projects. Mr. Hess received his BS in Business Administration and International Marketing from the University of Louisville.

JD Ellis has served as our Chief Legal Officer since August 2019 and led our Human Resources department from February 2020 to June 2021. Prior to joining Snap One, Mr. Ellis worked at Control4 Corporation from 2010 to August 2019, including as General Counsel and head of Human Resources from April 2018 to August 2019 and as Associate General Counsel from 2010 to March 2018. Prior to Control4, Mr. Ellis served as in-house legal counsel to Ivanti (formerly LANDesk Software) from 2007 through the company’s acquisition by Emerson Electric in 2010. Mr. Ellis received his BS in Economics from Brigham Young University and his JD from Georgetown University.

The following table provides summary information concerning compensation earned by NEOs for services rendered in the fiscal year ended December 31, 2020 (“fiscal year 2020”) and fiscal year 2021.

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[1]

The amounts reported represent the NEO’s base salary earned during fiscal year 2021. As further described in the Executive Employment Agreements — Base Salary section below, each NEO’s base salary was increased, effective January 1, 2021. The amounts reported herein were calculated using the NEO’s pre-increase base salary amount for the period of December 26, 2020 to December 31, 2020, and the NEO’s increased base salary amount for the period of January 1, 2021 to December 31, 2021.

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[2]

Amounts reported in this column reflect the grant date fair value of the Leverage Replacement Options (as defined below) granted on July 27, 2021 to each of our NEOs, as further discussed under Executive Employment Agreements — Equity Awards below. The grant date fair values were computed in accordance with ASC 718 using a Black-Scholes valuation model or Monte Carlo valuation model. For information regarding the assumptions used in determining the value of these awards, please refer to Note 13 “— Equity Agreements and Incentive Equity Plans” to our consolidated financial statements for fiscal year 2021, which is included in our Annual Report on Form 10-K for fiscal year 2021 filed with the SEC.

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In connection with the Equity Award Conversion, the Company granted options under the 2021 Equity Incentive Plan to all holders of Class B-1 Units (“Time-based Options”) and options to all holders of Class B-2 Units (“Market-based Options” and collectively with the Time-based Options, “Leverage Replacement Options”) which are intended to preserve the upside of the Class B-1 Units and Class B-2 Units as of immediately prior to the IPO that would otherwise have been lost as a result of the Equity Conversion. Recipients of the Leverage Replacement Options received both vested and unvested Leverage Replacement Options in the same proportion as their vested and unvested Class B-1 and Class B-2 Units held immediately prior to the IPO and upon the Equity Award Conversion.

[3]

The amounts reported in this column represent the bonus amount earned by the NEO under the Company’s 2021 Annual Incentive Plan.

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[4]

For Mr. Heyman, amounts reported include Additional Payouts in lieu of TRA participation as described below, matching contributions to the Company’s 401(k) deferred compensation plan, reimbursement for equipment, integrator services and other costs in connection with the installation of Company products in his primary residence and reimbursement of Mr. Heyman’s share of storage and maintenance costs for an airplane in which he has a partial interest; for Mr. Carlet, amounts reported include Additional Payouts in lieu of TRA participation as described below, matching contributions to the Company’s 401(k) deferred compensation plan and reimbursement for equipment, integrator services and other costs in connection with the installation of Company products in his primary residence; and for Mr. Hindman, amounts reported include Additional Payouts in lieu of TRA participation as described below, matching contributions to the Company’s 401(k) deferred compensation plan, payment of membership fees for an executive leadership organization, and reimbursement for equipment, integrator services and other costs in connection with the installation of Company products in his primary residence.

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Certain per-IPO owners, including these executive officers, that were not TRA Participants, received cash payments for their interest in lieu of their participation in the TRA, which was included as compensation expense. For information regarding the TRA, please see “Executive Compensation — Additional Cash Payments with Respect to Incentive Units in Lieu of Participation in the Tax Receivable Agreement” herein.

John Heyman Employment Agreement

We entered into an employment agreement with Mr. Heyman, dated as of January 26, 2015, and amended and restated as of August 4, 2017, pursuant to which Mr. Heyman serves as our Chief Executive Officer, reporting to our Board. Mr. Heyman’s agreement provides for a base salary fixed by our Board (which was increased to $700,000 for 2021) and eligibility to receive an annual bonus under the Company’s Annual Incentive Plan, as determined in the sole discretion of our Board. Mr. Heyman’s employment agreement provided for an initial target bonus opportunity equal to 50% of base salary. For additional information with respect to Mr. Heyman’s annual bonus opportunity for 2021, see “Annual Bonuses: 2021 Annual Incentive Plan” below. Mr. Heyman’s employment agreement also provides that Mr. Heyman is entitled to be reimbursed for his reasonable costs (including storage and maintenance) for travel on a private airplane between his residence and the Company’s executive offices, up to an annual maximum of $150,000. See “Perquisites and Other Benefits” below for additional details on Mr. Heyman’s perquisites (including reimbursement for airplane costs). Mr. Heyman’s agreement has an initial term of five years until August 4, 2022 and will be renewed automatically for further one-year renewal terms unless either party gives notice of its intention not to renew the agreement at least 60 days before the expiration of the current term. Mr. Heyman’s agreement also provides for severance benefits in the event of termination of his employment in certain cases, as described below under “Severance.” Mr. Heyman’s employment agreement also subjects Mr. Heyman to the following restrictive covenants that apply during the term of his employment and for two years thereafter (“restricted period”): noncompetition, employee and consultant non-solicitation, and employee no-hire and non-interference covenants (prohibiting interference with the Company’s relationships with its business relations, such as current or prospective clients, customers, licensees, suppliers and vendors). His employment agreement also includes a perpetual confidentiality and mutual non-disparagement covenant, and an assignment of intellectual property covenant.

Michael Carlet Offer Letter

We entered into an offer letter agreement with Mr. Carlet (dated as of October 7, 2014, and amended as of August 4, 2017), pursuant to which Mr. Carlet serves as our Chief Financial Officer. Mr. Carlet’s agreement provides for a base salary fixed by our Board (which was increased to $375,000 for 2021), and eligibility to receive an annual bonus (with an initial target bonus opportunity of 30% of base salary) based on the achievement of individual and Company performance objectives. For additional information with respect to Mr. Carlet’s annual bonus opportunity for 2021, see “Annual Bonuses: 2021 Annual Incentive Plan” below” below. Mr. Carlet’s agreement also provides for severance benefits in the event of termination of his employment in certain cases, as described below under “Termination and Change in Control Provisions — Severance.”

Jeffrey Hindman Offer Letter

We entered into an offer letter agreement with Mr. Hindman (dated as of March 22, 2016, and amended as of August 4, 2017), pursuant to which Mr. Hindman currently serves as our Chief Revenue Officer. Mr. Hindman’s agreement provides for a base salary (which was increased to $355,000 for 2021) and eligibility to receive an annual bonus (with an initial target bonus opportunity of 50% of base salary) based on the achievement of individual and Company performance objectives. For additional information with respect to Mr. Hindman’s annual bonus opportunity for 2021, see “Annual Bonuses: 2021 Annual Incentive Plan” below. Mr. Hindman’s agreement also provides for severance benefits in the event of termination of his employment in certain cases, as described below under “Termination and Change in Control Provisions — Severance.”

Non-Interference Agreement

Each of Messrs. Heyman, Carlet and Hindman also entered into separate non-interference agreements, which subject the executive officers to the following restrictive covenants that apply during the terms of their employment and for one year thereafter: non-competition, employee and consultant non-solicitation, employee no-hire and non-interference covenants (prohibiting interference with the relationship between the Company and its business relations, such as current or prospective clients, customers, licensees, suppliers and vendors). These non-interference agreements also include a perpetual confidentiality covenant and non-disparagement covenant, and an assignment of intellectual property covenant.

We provide each NEO with a base salary for the services that the executive officer performs for us. This constitutes a stable component of the total compensation while other compensation elements are variable. Base salaries are reviewed annually and may be increased based on the individual performance of the NEO, Company performance, any change in the executive’s position within our business, and/or the scope of his or her responsibilities and any changes thereto and/or comparative market data. In February 2021, as part of an annual review of executive compensation, our Board increased Mr. Heyman’s salary to $700,000 (an increase of 7.7%), Mr. Carlet’s salary to $375,000 (an increase of 11.9%) and Mr. Hindman’s salary to $355,000 (an increase of 6.0%). These increases were retroactive to January 1, 2021 and were awarded as part of an overall review of executive compensation based on market data for a comparator group of publicly traded companies comparable in size to the Company across several financial metrics and with similar products or sales channels.

In February 2021, our Board adopted the 2021 Annual Incentive Plan to strengthen the link between employee contributions and overall Company performance, reward contributions that directly support the Company’s achievement of annual business objectives, attract and retain critical talent necessary for the Company’s success, and provide the opportunity for significant compensation, based on Company and individual performance. The 2021 Annual Incentive Plan covers all bonus-eligible employees. Under this plan, each participating employee is assigned a target bonus amount which is determined by that employee’s position. For each participating employee, including our NEOs, 80% of their potential bonus is determined based on Company performance and 20% is based on their individual performance. The measure for assessing Company performance in 2021 is pre-bonus operating income. The measure for assessing individual performance is the degree to which employees achieve their annual goals defined at the beginning of the year; with the 100% individual performance payout threshold met when individuals reach 100% performance on their goals. For every approximately 1% increase in Company performance above 100% of the Company performance target, individuals’ Company performance payouts increase by approximately 2.35%. For every approximately 1% decrease in Company performance below 100% of the Company performance target, individuals’ Company performance payouts will decrease by approximately 5.0%. If the Company fails to reach 85% of its target performance, individuals will be eligible for 50% their achieved individual performance payout, if any. However, they will not receive any portion of their bonus that is based on Company performance. Our Board, in its discretion, may also award bonuses to our NEOs outside of the terms of the 2021 Annual Incentive Plan. The bonus amounts earned under the Company’s 2021 Annual Incentive Plan are reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above.

In fiscal year 2021, Messrs. Heyman, Carlet and Hindman received 1,393,372, 450,490 and 450,490 stock options, respectively (“Leverage Replacement Options”) under our 2021 Equity Incentive Plan, which are intended to preserve

the potential appreciation benefits of the Class B-1 Units and Class B-2 Units of our Former Parent (collectively, “Incentive Units”) as of immediately prior to the consummation of our IPO that would otherwise be lost as a result of the conversion of equity in our Former Parent to equity in the Company effectuated by our IPO on July 27, 2021 (the “Equity Conversion”). Holders of B-1 Units were granted “Time-based Options” and holders of B-2 Units were granted “Market-based Options.” The Leverage Replacement Options have an exercise price equal to $18.00, which was the IPO price per share of the Company’s common stock and a contractual term of ten years from the initial grant date of the related Incentive Unit. Recipients of the Leverage Replacement Options received both vested and unvested Leverage Replacement Options in the same proportion as their vested and unvested Incentive Units held immediately prior to the Equity Conversion.

Under our Executive Product Experience Program, as a benefit and in order to provide improved developmental feedback on our solutions, executives at the level of Executive Vice President and above who install and use our products in their primary residence are eligible to receive up to $25,000 in such products, valued at our cost, without charge, and we will reimburse the executive for 75% of up to $25,000 in integrator services and other costs. In addition, each year thereafter the executive is eligible to receive Company beta products as available and up to $7,500 in new products, valued at our cost, without charge, and we will reimburse the executive for 70% of up to $5,000 in integrator services and other costs. An executive who voluntarily leaves the Company within 24 months after the initial installation must reimburse us for all costs for the products and services provided.

In addition, we reimburse Mr. Heyman for his pro rata share of the maintenance and storage costs of a private airplane in which he owns a 25% interest and for the reasonable costs of travel on such airplane for business purposes and travel between his residence and our executive offices, up to an annual maximum of  $150,000. We also pay a portion of the membership fees for Mr. Hindman to belong to an executive leadership organization and reimburse him for his travel expenses to attend the organization’s meetings. In addition, the executives, like all eligible Company employees, receive medical and dental and vision insurance benefits. We provide the following benefits to our NEOs, generally on the same basis provided to all of our employees: medical, dental and vision insurance, 401(k) plan, disability, life insurance, accidental death and dismemberment insurance; and health and dependent care flexible spending accounts.

In 2021, the Company reimbursed Messrs. Heyman $23,189 for travel costs, and Mr. Hindman $3,750 for membership fees related to his executive leadership organization.

The following table provides information regarding outstanding equity awards made to our NEOs as of the end of fiscal year 2021.

[1]

These columns represent the vested and unvested Time-based Options granted to holders of Class B-1 Units which were intended to preserve the upside of the Class B-1 Units as of immediately prior to the IPO that would otherwise have been lost as a result of the Equity Conversion. These options are subject to the following vesting as follows: 20% of these options vest on the first anniversary of the Vesting Commencement Date, and an additional 10% vest every six months thereafter, subject to continued employment. The Vesting Commencement Date for each option grant is ten years prior to the Option expiration date. For additional information about the Leverage Replacement Options, see the section entitled “Executive Employment Agreements — Equity Awards.”

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[2]

This column represents unvested Market-based Options granted to holders of Class B-2 Units, which were intended to preserve the upside of the Class B-2 Units as of immediately prior to the IPO that would otherwise have been lost as a result of the Equity Conversion. These options vest based upon the achievement of one or more of: (i) a total return hurdle, (ii) an average return hurdle and/or (iii) a volume-weighted average price hurdle, which are substantially the same as the previous market-condition vesting criteria. The vesting is subject to continued employment and will be forfeited if these hurdles, which include both market and performance conditions, are not achieved on or prior to February 4, 2024. For additional information about the Leverage Replacement Options see the section entitled “Executive Employment Agreements — Equity Awards,” and for

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additional information about these vesting conditions see the section entitled “Executive Employment Agreements —  Restricted Stock Awards.”

[3]

These columns represent restricted stock awards that were converted as part of the IPO from time-vesting Class B-1 Units of our Former Parent. The Grant Date listed is the date the original award was made, the conversion to restricted stock awards occurred on July 27, 2021. The restricted stock awards issued in exchange for unvested Class B-1 Units were of commensurate value and did not result in any incremental fair value provided to the holders of such awards. The restricted shares of common stock that the holders received in exchange for their unvested Class B-1 Units are subject to the same vesting terms that applied to the Class B-1 Units prior to the Equity Award Conversion. 20% of the units vest on the first anniversary of the Vesting Commencement Date, and 10% vest every six months thereafter (commencing on the sixth-month anniversary of the initial vesting date and ending on the five-year anniversary of the Vesting Commencement Date), subject to continued employment through the applicable vesting dates. The “Vesting Commencement Date” is (i) the grant date with respect to the Class B-1 Units granted on October 23, 2017 and (ii) August 1, 2019 with respect to the Class B-1 Units granted on August 28, 2019. Dollar amounts in the adjacent column represent the value of the RSUs converted as part of the IPO from Class B-1 Units, based on the closing price of a share of our common stock on December 31, 2021 ($21.08 per share).

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[4]

These columns represent restricted stock awards that were converted as part of the IPO from Class B-2 Units of our Former Parent. The Grant Date listed is the date the original award was made, the conversion to restricted stock awards occurred on July 27, 2021. Prior to the exchange for newly issued restricted stock awards, Class B-2 Units vested based upon the satisfaction of an explicit service period and a market condition. The restricted stock awards issued to replace the Class B-2 Units vest based upon achievement of one or more of: (i) a total return hurdle, (ii) an average return hurdle and/or (iii) a volume weighted average price hurdle, which are substantially the same as the previous market-condition vesting criteria of the Class B-2 Units. Although the restricted stock awards that replace the Class B-2 Units do not contain an explicit service condition, the vesting is subject to continued employment and will be forfeited if these hurdles, which include both market and performance conditions, are not achieved on or prior to February 4, 2024. For additional information about these vesting conditions see the section entitled “Executive Employment Agreements —  Restricted Stock Awards.” Dollar amounts in the adjacent column represent the value of the RSUs converted as part of the IPO from Class B-2 Units, based on the closing price of a share of our common stock on December 31, 2021 ($21.08 per share).

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The following table summarizes securities available under our equity compensation plans as of December 31, 2021.

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[1]

On December 31, 2021, we had 5,555,058 outstanding options with a weighted-average exercise price of  $18.00 per share and 389,905 unvested RSUs under the 2021 Equity Incentive Plan that have been approved by the stockholders.

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[2]

The weighted-average exercise price is calculated solely based on outstanding options.

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[3]

The shares reserved under our 2021 Equity Incentive Plan shall be automatically increased on the first day of each fiscal year following the fiscal year in which this Plan was made effective by a number of shares of Common Stock equal to the lesser of  (i) the positive difference, if any, between (A) 4% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, minus (B) the remaining shares available for issuance pursuant to the Plan on the last day of the immediately preceding fiscal year (but in no case less than zero), and (ii) the number of shares of common stock as may be determined by the Board.

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Our Former Parent maintained the 2017 Incentive Plan until such plan was dissolved in connection with the IPO. Pursuant to such plan, our Former Parent granted Incentive Units to certain employees, directors and other service providers (including our NEOs) of our Former Parent and its subsidiaries. In connection with our IPO, all outstanding unvested Incentive Units, including those held by our NEOs, were replaced with newly issued restricted shares of our common stock on the basis of a ratio that takes into account the number of unvested Incentive Units held, the applicable distribution threshold applicable to such Incentive Units, and the value of distributions that the holder would have been entitled to receive had our Former Parent liquidated on the date of such replacement in accordance with the terms of the distribution “waterfall” set forth in the Former Parent’s Partnership Agreement. Vested Incentive Units were exchanged into shares of our common stock using the same formula. In addition, (i) the unvested restricted shares of our common stock that the NEOs received in respect of their unvested Class B-1 Units are subject to the same vesting terms that apply to the Class B-1 Units prior to the Equity Conversion, and (ii) the unvested restricted shares of our common stock that the NEOs received in respect of their Class B-2 Units vest based upon achievement of one or more of  (A) the Total Return Hurdle, (B) the Average Return Hurdle and/or (C) the VWAP Hurdle (each as defined below) (together, the “Class B Unit Achievement Hurdles”), as follows:

•

Total Return Hurdle: 100% of the restricted shares will vest in the event H&F receives cash proceeds in respect of its investment in the Company (i.e. cash distributions paid to H&F or cash proceeds received from the sale of any of its equity interests in the Company) that equal or exceed $1,399,409,115 in the aggregate (“Total Return Hurdle”). If the Total Return Hurdle is not achieved prior to or in connection with a change in control of the Company, all restricted shares will be forfeited for no consideration.

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•

Average Return Hurdle: 100% of the restricted shares will vest upon an Exit Trade (as defined below) if the cash received in respect of the Sponsor Shares (as defined below) sold prior to and including the Exit Trade exceeds (a) the Price Target (defined as $25.25 per share of our common stock) multiplied by (b) the Sponsor Shares sold prior to and inclusive of the Exit Trade (“Average Return Hurdle”). In addition, upon each trade or other sale of Sponsor Shares following the Exit Trade, but prior to the time in which H&F ceases to hold any of the Initial Sponsor Shares, if the Average Return Hurdle is satisfied, 100% of restricted shares will vest. An “Exit Trade” is any trade or other sale of common stock issued to H&F in connection with the IPO in respect of Class A Units of our Former Parent held by H&F (each, a “Sponsor Share,” and the aggregate Sponsor Shares so received by the H&F, the “Initial Sponsor Shares”) following which H&F holds 10% or less of the Initial Sponsor Shares.

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•

VWAP Hurdle: The restricted shares will also vest if certain volume weighted average price (“VWAP”) hurdles are achieved, as follows: prior to an Exit Trade, or following an Exit Trade to the extent such trade does not result in satisfaction of the Average Return Hurdle, if, during the period commencing on the earlier of  (a) the first anniversary of the IPO or (b) the first Exit Trade, and ending on February 4, 2024, the price per share of common stock, measured using a 30-day VWAP, is at least equal to the Price Target (the “VWAP Hurdle”), then: 42% of the restricted shares will vest on August 4, 2022 (or such later date on which the VWAP Hurdle is achieved), an additional 42% of the restricted shares will vest on August 4, 2023 (or such later date on which the VWAP Hurdle is achieved), and the remaining 16% of the restricted shares will vest on February 4, 2024.

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Vesting with respect to the restricted shares received in respect of Class B-2 Units is subject to the NEOs’ continued employment through the applicable vesting dates. To the extent any such restricted shares have not vested on or prior to February 4, 2024, any such unvested restricted shares will be forfeited for no consideration.

Each of the NEOs was required to enter into a Non-Interference Agreement as a condition to receiving their respective Incentive Units, and the obligations under said agreement still applies to the restricted stock awards. Mr. Heyman was also required to reaffirm the restrictive covenants set forth in his employment agreement. For additional details on each NEO’s restrictive covenants, see “Employment Agreements” above. In the event a NEO materially breaches (and does not cure) his Non-Interference Agreement or, in the case of Mr. Heyman, the restrictive covenants set forth in his employment agreement, his vested and unvested restricted stock awards would be immediately forfeited.

On July 29, 2021 in connection with our IPO, we executed a tax receivable agreement (the “TRA”) with certain pre-IPO owners, including H&F (the “TRA Participants”). The TRA provides for the payment by us to the TRA Participants of 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize, or are deemed to realize (calculated using certain assumptions), as a result of the utilization of such tax benefits, including certain tax benefits attributable to payments under the TRA. Holders of Incentive Units also received a cash payment equal to $0.12 per vested and unvested Class B-1 and Class B-2 Unit in lieu of participation in the TRA (the “Additional Payment”). For holders of Incentive Units at or above the Executive Vice President-level (including the NEOs):

•

Additional Payments payable with respect to unvested Class B-1 Units that are scheduled to vest by October 31, 2022 pursuant to the time-vesting schedule applicable to such Class B-1 Units as of immediately prior to the Equity Conversion were paid to such holder at the same time as the Equity Conversion. All other Additional Payments with respect to unvested Class B-1 Units are held in escrow, subject to the same vesting conditions as the restricted stock received in exchange for the Class B-1 Units, but such vesting schedule was accelerated by a certain number of days equal to number of days following the Equity Conversion to October 31, 2022.

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•

Additional Payments with respect to any Class B-2 Units are held in escrow, subject to the same vesting conditions as the related performance-based restricted shares.

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•

The Additional Payments received by the NEOs in 2021 are included in the amounts reported in the 2021 Executive Compensation Table.

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The employment agreement entered into with Mr. Heyman and offer letter agreements entered into with Mr. Carlet and Mr. Hindman each provide for severance benefits upon certain qualifying terminations of employment.

Under Mr. Heyman’s employment agreement:

•

If Mr. Heyman’s employment is terminated due to his death or disability, he (or his heirs) will be entitled to receive a pro-rated portion of his annual bonus for the year in which his employment is terminated, based on the number of days he was employed during the year, which will be payable at the same time annual bonuses for that year are payable to other active employees of the Company.

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•

If Mr. Heyman’s employment is terminated by Mr. Heyman for good reason (as defined in his employment agreement) or by the Company without cause (as defined in his employment agreement), then the Company will pay Mr. Heyman (i) his base salary for twelve months after the date of termination (payable in installments, provided that this amount will be paid in a lump sum if the termination occurs within 30 days on or following a Sponsor Exit (as defined above)), and (ii) a pro-rated portion of his annual bonus for the year in which his employment is terminated, based on the number of days he was employed during the year, which will be payable at the same time annual bonuses for that year are payable to other active employees of the Company.

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In addition, if Mr. Heyman elects to continue to participate in the Company’s health insurance plans following his termination, the Company will reimburse Mr. Heyman for the cost of his medical and dental insurance premiums, at the same rate the Company contributed to his insurance premiums as of the date of termination, until twelve months after the date of termination or, if earlier, the date Mr. Heyman begins new employment where he is offered participation in a group health plan. Such severance benefits are contingent upon Mr. Heyman’s execution and non-revocation of a general release of claims in favor of the Company, and continued compliance with the restrictive covenants set forth in his employment agreement. If the Company gives notice to Mr. Heyman that his employment is not to be extended for a renewal term at the expiration of the initial five-year term, and Mr. Heyman then resigns effective as of the expiration of the initial term and gives the Company notice of his resignation within 30 days after receipt of the Company’s notice of nonrenewal, the Company will continue to pay Mr. Heyman his base salary for six months after the date of termination, subject to Mr. Heyman’s execution and non-revocation of a general release of claims in favor of the Company, and continued compliance with the restrictive covenants set forth in his employment agreement.

Under Mr. Carlet’s offer letter, if Mr. Carlet’s employment is terminated by the Company without cause or by Mr. Carlet for good reason (as defined in his offer letter), the Company will pay Mr. Carlet his base salary for six months after the date of termination, subject to Mr. Carlet’s execution and non-revocation of a general release of claims in favor of the Company, and continued compliance with the restrictive covenants to which he is subject.

Under Mr. Hindman’s offer letter, if Mr. Hindman’s employment is terminated by the Company or by Mr. Hindman for good reason (as defined in the offer letter), the Company will pay Mr. Hindman severance in accordance with its severance guidelines, which would entitle Mr. Hindman to twelve months of base salary pursuant to the terms thereof, subject to his execution and non-revocation of a general release of claims in favor of the Company, and continued compliance with the restrictive covenants to which he is subject.

Our Board adopted, and our stockholders approved, the 2021 Employee Stock Purchase Plan (“ESPP”). Under the ESPP, our employees, and those of our subsidiaries, will be able to purchase shares of our common stock during pre-specified offering periods. We expect to implement the ESPP in 2022, and once implemented, all benefit eligible,

U.S. employees, including our NEOs, will be eligible to participate in the ESPP on the same terms and conditions as all other participating employees.

Administration. The ESPP is administered by the Compensation Committee of our Board, and the Compensation Committee has full authority to administer the ESPP and make and interpret rules and regulations regarding administration of the ESPP as it may deem necessary or appropriate.

Shares Available Under the Employee Stock Purchase Plan. The ESPP initially reserves 750,000 shares for issuance, which is subject to increase on the first day of each fiscal year beginning with the 2022 fiscal year in an amount equal to the lesser of  (i) the positive difference, if any, between (x) 1% of the outstanding common stock of the Company on the last day of the immediately preceding fiscal year and (y) the available plan reserve on the last day of the immediately preceding fiscal year and (ii) a lower number of shares of our common stock as determined by the Committee. The number of shares available for issuance under the ESPP is subject to adjustment for certain changes in our capitalization.

Eligible Compensation. Eligible employees may authorize payroll deductions of 1% to 15% of such employees’ base compensation on each payroll date that falls within an offering period. Payroll deductions shall commence on the first payroll date following the beginning of the offering period and shall continue until the participant withdraws from an offering period or terminates employment. Participants may not acquire rights to purchase more than $25,000 of our common stock under the ESPP for any calendar year.

Offering Periods. We offer our common stock to participants during offering periods of 6 months.

Purchase of Shares.Shares of our common stock are automatically purchased for the accounts of participants at the end of each offering period with their elected payroll deductions accumulated during the offering period. Shares are purchased at a discounted per-share purchase price equal to 85% of the per share closing price of our common stock on the last day of the applicable offering period.

Cancellation of Election to Purchase. A participant may cancel his or her participation in the ESPP or reduce his or her contribution percentage but may not increase his or her contributions during an offering period. Termination of a participant’s employment for any reason will also terminate such participant’s participation in the ESPP. In any of these cases, the participant is entitled to receive a refund of the payroll deductions collected on his or her behalf.

Effect of a Change in Control. Upon a future change in control of the Company, the administrator may, in its sole discretion, (i) shorten an offering period to provide for a purchase date on or prior to the change in control date or (ii) provide for the assumption of the purchase rights under the ESPP and substitution of rights to purchase shares of the successor company in accordance with Section 424 of the Code.

Termination and Amendment.Our Board or the committee administering the ESPP may amend or terminate the ESPP at any time, although no amendment may be made (i) that adversely affects the rights of any participant participating in an offering period or (ii) without approval of our stockholders to the extent such approval would be required under Section 423 of the U.S. Code.

The Company maintains a 401(k) defined contribution retirement plan pursuant to which all employees aged 21 or older may contribute a portion of their annual earnings, up to the limits set by the Internal Revenue Code, on a pre-tax or after-tax (Roth) basis. The Company makes matching contributions to participating employees’ plan accounts

equal to 100% of the first 3% of earnings that an employee elects to contribute, plus 50% of the next 3% of earnings that an employee elects to contribute, limited to a maximum annual amount as established by the IRS. The maximum matching contribution for employees in 2021 was $12,825. Matching contributions are 100% vested when made.

Security Ownership

The following table and accompanying footnotes set forth information with respect to the beneficial ownership by each of the following persons of the common stock of Snap One Holdings Corp. as of March 21, 2022:

•

each person known by us to own beneficially 5% or more of our outstanding shares of common stock;

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•

each of our directors and director nominees;

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•

each of our named executive officers; and

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•

our directors, director nominees and executive officers as a group.

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Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their beneficially owned common stock. Except as otherwise indicated in the footnotes below, the address of each beneficial owner is c/o 1800 Continental Boulevard, Suite 200, Charlotte, North Carolina 28273.

The percentages of beneficial ownership set forth below are based on 75,882,589 shares of our common stock outstanding as of March 21, 2022.