Table of whether employees and directors are permitted to purchase financial instruments designed to hedge or offset a market value decrease of equity securities granted to them as compensation or otherwise held by them. We intend to continue to monitor the SEC rulemaking and revise our insider trading policy as appropriate.Contents

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

~~The~~

As required by Section 14A of the Exchange Act, the Company seeks approval, on an advisory basis, from its stockholders of the compensation of its named executive officers as described in the Compensation Discussion and Analysis section beginning on page 2019 and the Summary Compensation Table and supporting tables and information beginning on page ~~38.~~33. The Company designed ~~our~~its compensation programs to help recruit, retain and motivate key executives to deliver the successful operating, financial, and stockholder value performance expected by ~~our~~its investors. The Compensation Committee strongly believes that executive compensation, - both pay opportunities and pay actually realized, - should be tied to Company performance. ~~As illustrated~~In 2020, over 77% of our CEO's total compensation was in the ~~accompanying chart, in 2015, 72% of the named executive officers' target total direct compensation consisted~~form of annual and long-term incentives ~~with 52% was in~~that were tied to the ~~form~~Company's operating results and stock price. Our other NEOs, on average, received approximately 64% of their total 2020 compensation pursuant to the same annual and long-term ~~equity compensation.~~incentives. At last year’s Annual Meeting of Stockholders held on June ~~11, 2015,~~9, 2020, the say-on-pay advisory vote was overwhelmingly favorable, with ~~93%~~approximately 92% of all votes cast in favor of approving our named executive officer compensation program. At the June 5, 2017 Annual Meeting of Stockholders, 83% of the votes cast were in favor of holding future advisory votes on executive compensation ~~program.~~every year. Accordingly, we will include an advisory vote on executive compensation in our proxy materials ever year at least until the next "Say on Frequency" vote.

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

In•Historically we have operated in a ~~year marked by continued uncertainty in our markets and the global economy, as well as~~ highly competitive pricing environment. This past year was no different. It was also a year in which we were impacted by the worldwide COVID-19 pandemic with temporary factory shutdowns, supply chain and transportation issues and reductions in sales to our ~~markets leading~~customers. At the same time, we continued to ~~pressures on margins,~~invest in new products that we ~~consolidated our market position and achieved~~believe will drive strong results in key financial metrics that correlate with long-term stockholder value. ~~Since 2011, net sales have grown at an average annual rate of 6.5% and cash flow from operations at an average annual rate of 15.2%. Over this same time period, our stock price increased by over 200%.~~

•The great majority of executive pay is not guaranteed. The Company sets clear annual financial goals for corporate and business unit performance and differentiates its bonus awards based on individual achievement. Pay for performance is evident in the ~~chart~~charts on ~~page 24 in the Compensation Discussion~~pages 19 and ~~Analysis section~~20 of this ~~proxy.~~proxy statement.

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

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

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

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

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COMPENSATION DISCUSSION AND ANALYSIS

This section provides a description of our executive compensation philosophy, programs and practices, the compensation decisions the Compensation Committee made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the following executives who were our named executive officers ("NEOs") in ~~2015:~~

2020:



Name						Title
Paul D. Arling						Chairman and Chief Executive Officer
Bryan M. Hackworth						Chief Financial Officer and Senior Vice President
~~Paul J.M. Bennett~~Ramzi S. Ammari						~~Executive~~Senior Vice President, Corporate Planning and ~~Managing Director, Europe~~Strategy
~~David Chong~~Menno V. Koopmans						~~Executive~~Senior Vice President, ~~Asia~~Global Sales
~~Louis S. Hughes~~Joseph E. Miketo						~~Executive~~Senior Vice President, ~~- Americas~~Operations

Pay for Performance

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

Performance-Based Compensation

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

~~Mr. Arling received more than 78%~~

In 2020, over 77% of ~~his~~our CEO's total ~~2015~~ compensation ~~opportunity~~was in the form of annual and long-term incentives that were tied to the Company's operating results ~~and~~or stock price. ~~The~~Our other NEOs, ~~as a group~~on average, received ~~more than 67%~~approximately 64% of their total ~~2015~~2020 compensation ~~opportunity~~ in the same annual and long-term incentives.

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

Operating Performance

Historically we have operated in a ~~year marked by continued uncertainty in our markets and the global economy, as well as~~ highly competitive pricing ofenvironment. This past year was no different. It was also a year in which we were impacted by the worldwide COVID-19 pandemic with temporary factory shutdowns, supply chain and transportation issues and reductions in sales to our customers. At the same time, we continued to invest in new products ~~in our markets leading to pressures on margins,~~that we ~~consolidated our market position and achieved~~believe will drive strong results in key financial metrics that correlate with long-term stockholder ~~value, as reflected in the growth and absolute levels of key results since 2011:~~value.


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

(in millions, except per share amounts and percentages) 2011 2012 2013 2014 2015
Net Sales $ 468.6
$ 463.1
$ 529.4
$ 562.3
$ 602.8
Net Income $ 19.9
$ 16.6
$ 23.0
$ 32.5
$ 29.2
Diluted EPS $ 1.31
$ 1.10
$ 1.47
$ 2.01
$ 1.88
Cash Flow from Operations $ 14.8
$ 43.5
$ 30.7
$ 63.5
$ 26.1
Gross Margin % 27.8 % 28.8 % 28.6 % 29.7 % 27.7 %
Operating Margin % 5.7 % 5.6 % 6.1 % 7.3 % 5.9 %
Return on Average Assets 5.4 % 4.4 % 5.7 % 7.3 % 6.1 %
Closing Y/E Stock Price $ 16.87
$ 19.35
$ 38.11
$ 65.03
$ 51.35

Over the 5-year period from ~~2011~~2016 to ~~2015,~~2020, the Company has generated ~~$178.6~~$234.9 million in cash flow from operations.

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Key strategic initiatives and related achievements for ~~2015~~2020 are listed below:



Continue to develop industry-leading technologies and ~~products with attractive gross margins in order to improve profitability.~~products.		Research and development expenditures increased ~~approximately~~ 6.9% in ~~2015~~2020 compared to ~~2014~~2019 as we continued to develop advanced technologies designed to improve and simplify set-up and control ~~features and lower costs.~~features.
Continue to ~~increase~~broaden our ~~market share in new~~home control and automation product ~~categories.~~offerings.		Broadened our product portfolio and updated our library of device codes ~~to include codes~~ for new features and devices introduced worldwide.
Further penetrate international subscription broadcasting ~~markets.~~	~~Increased~~markets and increase our ~~market~~ share with existing customers.		Increased sales with new and existing customers in international and domestic markets.
Acquire new customers in historically strong regions.		Acquired new customers in North America and Europe.
Seek acquisitions that ~~complement~~compliment and strengthen our existing business.		~~Acquired Ecolink Intelligent Technology, Inc. in August 2015 which extends~~Continued our ~~product offerings to include home security and additional automation products.~~search for acceptable acquisition candidates.

Return to Stockholders

The following chart shows how our total stockholder return compares to the S&P Small Cap 600 Index, the Nasdaq Composite

Index and a consumer electronics peer group ~~(Dolby Laboratories, DTS, Harman International, Logitech, Rovi, and VOXX International, weighted by 12/31/2010 market capitalization)~~(1). The companies in the consumer electronics peer group compete in markets similar to those of the Company.

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

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Alignment between Executive Pay and Company Performance

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

As explained above, ~~more than 78%~~approximately 77% of our CEO’s total ~~2015~~2020 compensation was tied to performance in the form of annual cash incentives and long-term equity incentives. ~~Hence, if the Company did not perform well for our stockholders, our Chief Executive Officer's actual compensation would have been significantly lower.~~ The following chart shows the historical alignment between our Chief Executive Officer's total annual compensation ("CEO Annual Compensation") and the Company's performance (measured as total stockholder return ("TSR")) for the past five years.

CEO Annual Compensation for each year is the sum of salary received, actual annual incentive earned, all other compensation received (as set forth in the Summary Compensation Table), and year-end values of equity awards granted during the year. Equity award balances are valued at the year-end closing price of the Company’s stock in the respective year of grant and include restricted stock units and "in-the-money" stock options. TSR reflects the stock price appreciation since year-end ~~2010.~~2015.

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

~~2015~~

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2020 Pay Decisions

The Compensation Committee makes decisions for executive officer base salary and long-term incentive grants in January each year. At that time, final annual incentive awards are also confirmed based on prior year results relative to targets. In consideration of our performance, the Compensation Committee made the following decisions related to compensation for NEOs in ~~2015:~~2020:

No•Messrs. Hackworth, Ammari and Miketo received an increase ~~in 2015~~to their respective base salaries ~~for our Chief Executive Officer and our NEO’s from 2014, except for Messrs. Chong and Hughes, who received increases~~based upon the compensation study completed in ~~their 2015 base salaries of 3% and 11%, respectively over their 2104 base salaries. The increases to Messrs. Chong and Hughes was to bring their base salaries to market.~~January 2020 (please see the section titled "Base Salary" on page 26).

~~based~~•Based on Company performance and our incentive plan funding schedule, ~~paid~~ annual incentives were paid to our Chief Executive Officer and our NEOs ~~at approximately 97.5% of target~~for 2020 (please see the ~~2015~~2020 Performance Incentive Plan calculation chart on page ~~29);~~28).

~~made~~•Made annual grants of stock options and restricted stock units on February 12, ~~2015~~2020 and March 9, 2020 at grant values that ~~were~~ increased ~~from 2014~~in value by ~~14%~~62% and 23% when compared to the 2019 grant for our Chief Executive Officer and ~~increased 25% for~~certain of our other ~~NEOs; and~~NEOs, respectively. See also table contained in the section titled "Long Term Incentives" on page 29.

~~beginning in 2013, discontinued payment of a tax gross-up for the imputed value of Company-paid life insurance.~~

Say on Pay

At our June ~~11, 2015~~9, 2020 Annual Meeting of Stockholders, ~~93%~~approximately 92% of the votes cast were in favor of the advisory vote to approve executive compensation. The Compensation Committee was pleased with this overwhelming favorable outcome and believes it conveyed our stockholders' support of the Compensation Committee's decisions and our existing executive compensation programs. Consistent with this support, the Compensation Committee did not make any changes as a direct result of this vote and decided to retain the core design of our executive compensation programs for the remainder of ~~2015~~2020 and in ~~2016,~~2021, as it believes the programs continue to attract, retain and appropriately incent senior management.

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

In addition, at the June ~~9, 2011~~5, 2017 Annual Meeting of Stockholders, ~~55.5%~~83% of the votes cast were in favor of holding future advisory votes on executive compensation every year. Accordingly, we will include an advisory vote on executive compensation in our proxy materials every year at least until the next "Say-on-Frequency" vote, which will be no later than our ~~2017~~2023 Annual Meeting of Stockholders.

Summary of Executive Compensation Practices

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

Corporate Governance and Best Practices

Consistent with our commitment to executive compensation best practices, the Company continued the following executive compensation practices for ~~2015:~~2020:

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

•No back-dating or repricing stock options.

•No defined benefit pension plan.

•No supplemental executive retirement plan.

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

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

•Subject executives to stock ownership guidelines.

•Subject executives to clawback requirements.

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

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

•Committee retention of an independent compensation consultant.

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Philosophy and Overview of Our Compensation Program

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

Philosophy and Objectives

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

•Long-term commitment - The program should be designed to gain a long-term commitment from the proven, accomplished executives that lead our success. Our NEOs have a combined total of approximately 6683 years with the Company, during which they have held different positions and have been promoted to increasing levels of responsibility due to their exceptional contributions.

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

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

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

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

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

Program Overview

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



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

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How We Make Pay Decisions

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

Role of Executive Officers in Setting Compensation

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

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

Compensation Consultant

The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation of executive officer and employee compensation and benefit programs. ~~During 2014, the~~The Compensation Committee retained Pay Governance LLC, a nationally-recognized independent compensation consulting firm, to assist in performing its duties. In January 2020, Pay Governance LLC advised the Company with respect to compensation trends, benchmarking and best practices, ~~competitive pay levels,~~ stockholder view of compensation practices, and proxy disclosure. Since the Committee retained the core design of our last year’s executive compensation program, the Committee did not request Pay Governance LLC to conduct a detailed review and analysis of our executive compensation program, rather the Committee requested simple advice and counsel with respect to levels of specific components of the program. In addition, the Compensation Committee sought and obtained guidance from other sources as ~~its~~it deemed appropriate. While our adviser periodically consults with management in performing work requested by the Compensation Committee, Pay Governance LLC did not perform any separate additional services for ~~management.~~management during 2020.

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

Setting Executive Compensation

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

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

•the contribution of those functions to our overall performance;

•individual capability and maturity in role;

•individual performance;

•role criticality and difficulty to replace the executive; and

•compensation practices of our peers.

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

•results on key financial metrics;

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

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

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

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

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

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

Competitive market ranges are based on benchmark pay data for comparable positions. For an individual executive the midpoint of the range is anchored to the market 50th percentile, the low end of the range reflects the market 25th percentile, and the high end of the range reflects the market 75th percentile. This approach to setting pay is consistent with our intent of offering compensation that is contingent on performance and contributions to the Company yet competitive within the marketplace. In 2020, the compensation of our CEO and other Named Executive Officers ranged between -8% and 18% of the median compensation of our peer group.

~~2015~~

2020 Total Direct Compensation Opportunity

Based on the Compensation Committee's review, the ~~2015~~2020 Total Direct Compensation opportunities of our NEOs were:


Executive	Base Salary	Target Annual Incentive %	Target Cash	Long-Term Incentives	Target Total Direct	Executive	Base Salary		Target Annual Incentive as a % of Base Salary	Target Cash (Base Salary + Annual Incentives)		Long-Term Incentives		Target Total Direct Compensation
Paul D. Arling	$580,000	100%	$1,160,000	$1,600,000	$2,760,000	Paul D. Arling	$	830,000	100%	$	1,660,000	$	2,100,000	$	3,760,000
Bryan M. Hackworth	$340,000	60%	$544,000	$500,000	$1,044,000	Bryan M. Hackworth	$	400,000	70%	$	680,000	$	600,000	$	1,280,000
Paul J.M. Bennett ⁽¹⁾	$288,860	60%	$462,000	$500,000	$962,000
David Chong ⁽²⁾	$334,300	60%	$535,000	$550,000	$1,085,000
Louis S. Hughes	$324,000	60%	$519,000	$500,000	$1,019,000
Ramzi S. Ammari						Ramzi S. Ammari	$	400,000	60%	$	640,000	$	550,000	$	1,190,000
Menno V. Koopmans						Menno V. Koopmans	$	315,000	50%	$	473,000	$	400,000	$	873,000
Joseph E. Miketo						Joseph E. Miketo	$	330,000	50%	$	495,000	$	300,000	$	795,000

⁽¹⁾
~~Paul Bennett's base salary was converted to U.S. Dollars using 1.111 USD/EUR.~~

⁽²⁾ ~~David Chong's base salary was converted to U.S. Dollars using 7.753 HKD/USD.~~

Elements of Executive Compensation

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

Base Salary

We review base salaries annually, and change them from time to time in consideration of performance, increased responsibilities, benchmark studies and ~~internal~~market competitiveness. During 2020, Messrs. Hackworth, Ammari and ~~external competitiveness. For 2015,~~Miketo received base salary increases of 18%, 23% and 17%, respectively. These increases were made to more closely align their base salaries to the ~~Compensation Committee determined that~~median salaries of our peer group.


Executive	2020 Base Salary		2019 Base Salary		Percent Change
Paul D. Arling	$	830,000	$	830,000	0%
Bryan M. Hackworth	$	400,000	$	340,000	18%
Ramzi S. Ammari	$	400,000	$	325,000	23%
Menno V. Koopmans (1)	$	315,000	$	315,280	0%
Joseph E. Miketo	$	330,000	$	282,692	17%

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

Executive 2015 Salary 2014 Salary Percent Change
Paul D. Arling $ 580,000
$ 579,600
0%
Bryan M. Hackworth $ 340,000
$ 339,730
0%
Paul J.M. Bennett € 260,000
€ 260,000
0%
David Chong HKD 2,591,828
HKD 2,513,000
3%
Louis S. Hughes $ 324,000
$ 291,520
11%

Annual Incentives

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

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In ~~2015,~~2020, the Performance Incentive Plan payment for NEOs was determined in two steps. First, the Preliminary Annual Incentive was calculated using the following formula:

Base Salary x Target Annual Incentive % x Company Performance Factor

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

Company Performance Factor.For ~~2015~~,2020, the Compensation Committee selected ~~Pro Forma~~Adjusted Non-GAAP Diluted Earnings Per Share ("EPS") as the appropriate performance measure for the Performance Incentive Plan. ~~Pro Forma~~Adjusted Non-GAAP Diluted EPS may be found in our press releases related to our quarterly and annual earnings releases and excludes the following items:

•Amortization and depreciation expense relating to ~~intangible assets acquired;~~acquired assets;

~~Depreciation expense relating to the increase in acquired fixed assets from cost to fair market value;~~

•Stock-based compensation;

~~Other employee~~•Excess manufacturing overhead and factory transition costs;

•Impact of the additional Section 301 U.S. tariffs on products manufactured in China and imported into the U.S. and the costs of implementing countermeasures to mitigate this impact;

•Loss on sale of the Company's Ohio call center;

•Litigation costs;

•Reversal of accrued social insurance adjustment;

•Employee related restructuring costs;

~~The write-down~~•Changes in the value of ~~acquisition-related deferred tax assets resulting from tax law changes in China;~~contingent consideration;

•Foreign currency gains and losses; and

~~An adjustment to deferred tax assets resulting from~~•Tax effects of the ~~expiration of a tax holiday at one of our factories in China.~~above adjustments.

~~Pro Forma~~

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

Given the challenging economic environment and after taking into consideration that the actual ~~Pro Forma~~Adjusted Non-GAAP Diluted EPS for ~~2014~~2019 was ~~$2.55,~~$3.55, the Compensation Committee established ~~a Pro Forma~~an Adjusted Non-GAAP Diluted EPS of ~~$2.80~~$3.90 for Performance Incentive Plan funding at target levels for ~~2015.~~2020. In the course of determining the ~~Pro Forma~~Adjusted Non-GAAP Diluted EPS target, the Compensation Committee concluded that its achievement was substantially uncertain. Actual ~~2015 Pro Forma~~2020 Adjusted Non-GAAP Diluted EPS of ~~$2.79~~$3.76 resulted in ~~funding~~a Company Performance Factor of ~~97.5% of target~~76.7% (as shown below) and therefore annual incentives were paid under the Performance Incentive Plan.

Threshold Target Maximum Actual
EPS $2.60 $2.80 $3.00 $2.79
Percent of Target Funding 50% 100% 200% 97.5%
Paul D. Arling 50% 100% 200%
Bryan M. Hackworth 30% 60% 120%
Paul J.M. Bennett 30% 60% 120%
David Chong 30% 60% 120%
Louis S. Hughes 30% 60% 120%
The following table shows the percentage of target funding for the various levels of performance and shows, for each NEO, the amount of his annual incentive as a percentage of base salary paid at each performance level:


	Threshold	Target	Maximum	Actual
EPS(1)	$3.60	$3.90	$4.20	$3.76
Percent of Target Funding	50%	100%	200%	76.7%
Paul D. Arling	50%	100%	200%
Bryan M. Hackworth	35%	70%	140%
Ramzi S. Ammari	30%	60%	120%
Menno V. Koopmans	25%	50%	100%
Joseph E. Miketo	25%	50%	100%

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

Individual Performance Factor. The Compensation Committee also evaluates individual performance in determining the final incentive awards for our NEOs. In making this evaluation, the Chief Executive Officer provides his assessment of the other NEOs as input to the Compensation Committee's evaluations. This assessment is described above in "Setting Executive Compensation." ~~As a result of the individual performance evaluations, the final incentive award to four NEOs were reduced and to one NEO was increased.~~

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The ~~2015~~2020 Performance Incentive Plan award calculations for our NEOs are indicated in the following table:

Executive Base Salary Target Annual Incentive % Target Annual Incentive Company Performance Factor Individual Performance Rating Annual Incentive Award
Paul D. Arling $580,000 100% $580,000 97.5% 100.0% $565,500
Bryan M. Hackworth $340,000 60% $204,000 97.5% 100.1% $199,000
Paul J.M. Bennett $288,860 60% $173,000 97.5% 100.8% $170,000
David Chong $334,300 60% $201,000 97.5% 61.2% $120,000
Louis S. Hughes $324,000 60% $195,000 97.5% 139.2% $264,600


Executive	Base Salary		Target Annual Incentive %	Target Annual Incentive		Company Performance Factor	Individual Performance Rating	Actual Annual Incentive Award
Paul D. Arling (1)	$	830,000	100%	$	830,000	76.7%	99.9%	$	636,000
Bryan M. Hackworth (1)	$	400,000	70%	$	280,000	76.7%	100.1%	$	215,000
Ramzi S. Ammari (1)	$	400,000	60%	$	240,000	76.7%	100.0%	$	184,000
Menno V. Koopmans (2)	$	315,000	50%	$	158,000	76.7%	88.3%	$	107,000
Joseph E. Miketo (3)	$	330,000	50%	$	165,000	76.7%	110.6%	$	140,000

(1)Each of Messrs. Arling, Hackworth and Ammari achieved their individual performance goals during 2020. Please refer to the goals included in "Setting Executive Compensation" on page 25.

(2)Mr. Koopmans' individual performance rating reflects not achieving sales targets during 2020 after considering the effects of the COVID-19 pandemic.

(3)Mr. Miketo's individual performance rating reflects strong operational performance and achievements after considering the effects of the COVID-19 pandemic.

Long-Term Incentives

The Compensation Committee sets guideline award levels for long-term equity compensation for participating executives including our NEOs. The ~~2015~~2020 guidelines were expressed as grant values and ~~were informed by~~in determining such values, the Committee members used a survey of our Peer Group's pay practices. The guidelines were established to generally reflect the median grant values of our Peer Group. During 2020, Messrs. Arling, Ammari, Koopmans and Miketo received a long-term incentive increase of 62%, 38%, 50% and 50%, respectively (excluding Mr. Koopmans' 2020 promotional grant of $100,000 and Mr. Miketo's 2019 new hire grant of $100,000). These increases were made to more closely align their long-term incentives to the median long-term incentives of our peer group.

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

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

•individual and Company performance in the prior year.

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

~~The Company uses a mix of stock options and restricted stock units when making annual long-term equity awards.~~

Once the value of the long-term equity compensation award is determined, the Compensation Committee ~~grants approximately 50%~~uses a mix of ~~this value in~~ stock options and ~~50% in~~ restricted stock ~~units.~~units when making the annual long-term equity awards. The Compensation Committee believes ~~this mix~~that the use of these equity vehicles strikes an appropriate balance between rewarding increases in the market value of our Common Stock (stock options) and motivating retention with the Company (restricted stock units). In addition, restricted stock units provide executives the benefits of stock price increases while still carrying the risks that other stockholders assume for stock price declines.

The grant price of stock options and restricted stock units granted to our employees under our stock incentive plans is the average of the high and low trades of our stock on the grant date. The grant price of our ~~2015~~2020 equity grants to our NEO's was ~~$65.54~~$46.17 and the stock option Black-Scholes fair value was ~~$24.77.~~$17.70. The grant price of our second 2020 equity grant to Mr. Koopmans was $36.99. We prohibit the re-pricing or backdating of stock options. Due to rounding in the number of shares granted, the amounts reported in the Summary Compensation Table may not reflect the exact same proportion of stock options and restricted stock units.

Table of Contents

Our ~~2015~~2020 equity awards are indicated in the table below:


	Target Grant Value of all Equity Awards		Restricted Stock Units (Rounded)	Stock Options (Rounded)	Final Award Value
Executive					Restricted Stock Units		Stock Options		Actual Grant Value
Paul D. Arling	$	2,100,000	22,740	59,320	$	1,049,905	$	1,049,965	$	2,099,870
Bryan M. Hackworth	$	600,000	6,500	16,950	$	300,105	$	300,015	$	600,120
Ramzi S. Ammari	$	550,000	5,955	15,535	$	274,940	$	274,970	$	549,910
Menno V. Koopmans	$	400,000	5,953	8,475	$	250,025	$	150,010	$	400,035
Joseph E. Miketo	$	300,000	3,250	8,475	$	150,055	$	150,010	$	300,065

Target Grant Value Restricted Stock Units (Rounded) Stock Options (Rounded) Final Award Value
Executive Restricted Stock Units Stock Options Actual Grant Value
Paul D. Arling $ 1,600,000
12,205
32,295
$ 799,915
$ 799,945
$ 1,599,860
Bryan M. Hackworth $ 500,000
3,815
10,095
$ 250,035
$ 250,055
$ 500,090
Paul J.M. Bennett $ 500,000
3,815
10,095
$ 250,035
$ 250,055
$ 500,090
David Chong $ 550,000
4,195
11,100
$ 274,940
$ 274,945
$ 549,885
Louis S. Hughes $ 500,000
3,815
10,095
$ 250,035
$ 250,055
$ 500,090

Stock Option Features. Our ~~2015~~2020 stock option awards granted to our NEOs have a maximum seven-year term and are subject to a three-year vesting period (33.33% on February 12, ~~2016~~2021 and 8.33% each quarter thereafter). We believe that this vesting schedule aids us in retaining executives and motivating long-term performance. Under the terms of our stock incentive plans, unvested stock options are forfeited if the executive voluntarily leaves the Company.

Restricted Stock Unit Features. We determine the vesting schedule of each award after considering our performance, alignment, and retention objectives, as well as the financial impact of the award. Our ~~2015~~2020 restricted stock units granted to our ~~NEOs~~NEO's are subject to a three-year vesting period (33.33% on February 12, ~~2016~~2021 and 8.33% each quarter thereafter). Our second 2020 restricted stock units award granted to Mr. Koopmans is subject to a three-year vesting period (33.33% per year beginning March 9, 2021). This second grant was in recognition of his promotion to Senior Vice President, Global Sales. Under the terms of our stock incentive plans, unvested restricted stock units are forfeited if the executive voluntarily leaves the Company.

Post-Employment Compensation

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

Other Compensation

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

~~Executives~~

These executives receive imputed income for company-paid supplemental life insurance policies above IRS limits for non-taxation. ~~In 2013, the~~The Company ~~discontinued its policy of providing an associated~~does not provide a tax gross-up on the premiums paid on behalf of the NEOs for their supplemental life insurance policies.

Executive Officer Stock Ownership Guidelines

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



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

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

Table of Contents

The Compensation Committee reviews ownership levels of our NEOs annually. The requirements for our NEOs, as well as their actual ownership levels at December 31, ~~2015,~~2020, are set forth in the table below. All five of our NEOs have met the required guidelines.

Anti-Pledging ~~Policy~~and Hedging Policies

~~In January 2014, the Board of Directors ratified and adopted the Compensation Committee’s recommended~~

The Company has an anti-pledging policy prohibiting all ~~Outside~~non-management Directors and executive officers of the Company from holding any shares of the Company’s stock in a margin account and from pledging any such stock as collateral for any loan. ~~As part of~~Hedging the ~~Dodd-Frank Act,~~Company's stock is generally permitted within prescribed trading windows and otherwise in accordance with the SEC is scheduled to issue rules requiring disclosure in proxy materials of whether employees and directors are permitted to purchase financial instruments designed to hedge or offset a market value decrease of equity securities granted to them as compensation or otherwise held by them. We intend to continue to monitor the SEC rulemaking and revise our insider trading policy as appropriate.Company's Insider Trading Policy.

Peer Group

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

The Compensation Committee reviews and approves the Peer Group each year. The ~~2015 and 2014~~2020 peer ~~groups each~~group consisted of the same 17 ~~companies.~~companies as the prior year's peer group.

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

Table of Contents

Universal Electronics ~~2015~~2020 Executive Compensation Peer Group

Electronic Equipment &

Instruments

Electronic Manufacturing

Services

Electronic Components/

Household Appliances

Consumer Electronics

Cognex ~~Corp.~~Corporation

CTS Corporation

~~iRobot Corporation~~Dolby Laboratories, Inc.

GoPro, Inc.

Coherent, Inc.

~~KEMET Corp.~~Kimball Electronics, Inc.

~~Littelfuse~~II-VI Incorporated

ZAGG Inc.

Daktronics Inc.

Method Electronics, Inc.

iRobot Corporation

FARO Technologies Inc.

~~Methode Electronics,~~

Littelfuse, Inc.

~~Rogers Corporation~~

~~GSI Group Inc.~~

~~Multi-Fineline Electronix Inc.~~

MTS Systems ~~Corp.~~

~~RadiSys~~ Corporation

Rogers Corporation

~~Newport Corp.~~Novanta Inc.

OSI Systems, Inc.

~~RealD Inc.~~

~~Rofin-Sinar Technologies Inc.~~

The 17 companies in the Peer Group generally had ~~2015~~2020 revenue, market capitalization and total enterprise value (as of December 31, ~~2015)~~2020) in a relevant range around those of the Company as set forth below.


(in millions)	Revenue		Market Capitalization		Industry
Company
II-VI Incorporated	$	2,380	$	7,888	Electronic Components
Littelfuse, Inc.	$	1,446	$	6,207	Electronic Components
iRobot Corporation	$	1,430	$	2,258	Household Appliances
Coherent, Inc.	$	1,229	$	3,666	Electronic Equipment and Instruments
Kimball Electronics, Inc.	$	1,201	$	402	Electronic Manufacturing Services
OSI Systems, Inc.	$	1,166	$	1,671	Electronic Equipment and Instruments
Dolby Laboratories, Inc.	$	1,162	$	9,804	Electronic Components
Methode Electronics, Inc.	$	1,024	$	1,437	Electronic Manufacturing Services
GoPro, Inc.	$	892	$	1,248	Consumer Electronics
MTS Systems Corporation	$	829	$	1,123	Electronic Equipment and Instruments
Cognex Corporation	$	811	$	14,020	Electronic Equipment and Instruments
Rogers Corporation	$	803	$	2,900	Electronic Components
Novanta Inc.	$	626	$	4,157	Electronic Equipment and Instruments
Universal Electronics Inc.	$	615	$	721	Consumer Electronics
Daktronics Inc.	$	609	$	288	Electronic Equipment and Instruments
ZAGG Inc.	$	522	$	124	Consumer Electronics
CTS Corporation	$	424	$	1,108	Electronic Manufacturing Services
FARO Technologies, Inc.	$	304	$	1,260	Electronic Equipment and Instruments
Peer Group Median	$	860	$	1,554
Data source: Standard & Poors Capital IQ.



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY OVERVIEW		1
Proposal 1: Election of ~~Directors~~Director		5
CORPORATE GOVERNANCE		96
Business Ethics — Code of Conduct		96
Director Independence		96
Leadership Structure		96
Risk Management		107
Communications with Directors		108
~~Executive Sessions of Non-Management Directors~~Board and Committee Self-Assessments		118
~~Annual Board Self-Assessments~~		11
Board Committee Charters and ~~other~~O ther Corporate Governance Materials	118
Stock Ownership Guidelines		118
Board Structure and Committee Membership		118
Diversity		1411
Information About O ur Directors		12
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES		14
Non-Management Director Compensation		14
Non-Management Director Compensation Table		15
Director Stock Ownership Guidelines		1716
Proposal 2: ~~Advisory Vote~~Approval, on an A dvisory B asis, of Named Executive Officer Compensation		18
COMPENSATION DISCUSSION AND ANALYSIS		2019
Pay for Performance		2019
Summary of Executive Compensation Practices		2523
Philosophy and Overview of Our Compensation Program		2624
How We Make Pay Decisions		2725
Elements of Executive Compensation		2826
Peer Group		3230
Tax Deductibility of Compensation		3331
Clawback Policy - Potential Impact on Compensation from Executive Misconduct		3332
Compensation ~~Agreements~~Committee Report		3432
Summary Compensation Table		33
Grants of Plan-Based Awards in Fiscal 20 20		35
Outstanding Equity Awards at Fiscal 20 20 Year-End		36
Compensation Agreements		38
Potential Payments upon Termination or Change in Control		3539
~~Compensation Committee Report~~CEO Pay Ratio Disclosure		3742
~~Summary~~Proposal 3: Ado ption and Approval of an Amendment to our 2018 Equity and Incentive Compensation ~~Table~~Plan		3843
~~Grants of Plan-Based Awards in Fiscal 2015~~		40
~~Outstanding Equity Awards at Fiscal 2015 Year-End~~	41
Proposal 3:4 : Ratification of the Appointment of Independent Registered Public Accounting Firm	4351
RELATED PERSONS TRANSACTIONS		4553
Review and Approval of Related ~~Person~~Persons Transactions		4553
Stock Ownership by Directors, Executive Officers and Other Beneficial Owners		4553
OTHER MATTERS		4654
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		46
Stockholder Proposals for this Annual Meeting and for the ~~2017~~20 2 2 Annual Meeting	4654
Other Business		4755
ABOUT THE MEETING AND VOTING		4855
APPENDIX A — FIRST AMENDMENT TO UNIVERSAL ELECTRONICS INC.2018 EQUITY AND INCENTIVE COMPENSATION PLAN		58



Proposal One:						To elect Paul D. Arling as a Class I ~~director~~Director to serve on the Board of Directors until the next Annual Meeting of Stockholders to be held in ~~2017~~2022 or until the election and qualification of his successor; and to elect Satjiv S. Chahil, William C. Mulligan, J. C. Sparkman, Gregory P. Stapleton, Carl E. Vogel, and Edward K. Zinser as Class II directors to serve on the Board of Directors until the Annual Meeting of Stockholders to be held in 2018 or until their respective successors are elected and qualified;

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

Proposal Three:						To adopt and approve an amendment to our 2018 Equity and Incentive Compensation Plan;

Proposal Four:						To ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as our auditors for the year ~~ended~~ending December 31, ~~2016.~~2021; and


By Order of the Board of Directors,

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



Independent Directors	6 of 7	Fully Independent Board Committees	Yes
Independent Directors Meet Without Management	Yes
Board meetings held in ~~2015~~2020	59	Director Attendance (Board and Committee)	>75%
Stock Ownership Guidelines for Outside Directors¹ (1)	Yes	Minimum Ownership Requirement Met or Exceeded ¹(1)	100%
~~Annual~~ Board and Committee Self-assessments	Yes	Code of Conduct for Directors, Officers & Employees	Yes
Executive Sessions of Outside Directors	Yes	Risk Management Review	Yes
Anti-pledging Policy	Yes	Inside Director Elected Annually	Yes



Name	Age	Independent	Audit	Compensation	Corporate Governance and Nominating	Other Public Company Boards
Paul D. Arling Chairman and Chief Executive Officer	53
Satjiv S. Chahil Innovations Advisor and Social Entrepreneur	65	þ		£	£
William C. Mulligan Managing Partner, Primus Capital Funds	62	þ	£		ø	1
J. C. Sparkman Retired Executive Vice President and Chief Operating Officer Telecommunications, Inc. [TCI]	83	þ		ø	£	2
Gregory P. Stapleton Founder and Owner, Falcon One Enterprises	69	þ		£
Carl E. Vogel Industry Advisor, KKR & Co., LP Senior Advisor, Dish Network	58	þ	£			5
Edward K. Zinser Executive Vice President and Chief Financial Officer, United Online, Inc.	58	þ	ø


Sincerely yours,

Paul D. Arling
Chairman and Chief Executive Officer



	What We Do		What We Don't Do
ü	Tie the vast majority of our executive compensation to achievement of annual operating and strategic goals and increases in stockholder value.	ý	Back-date or reprice options.
ü	Competitive and reasonable post-employment and change in control provisions.	ý	Defined benefit or supplemental executive retirement plans.
ü	Stock ownership requirements (4x base salary for CEO; 1x base salary for other named executive officers).	ý	Tax gross-ups on employee benefits or perquisites.
ü	Broad clawback policy.	ý	Margin accounts and pledging stock.
ü	Independent compensation consultant.	ý	No full vesting of equity awards upon ~~retirement since 2010.~~retirement.


(in millions, except per share amounts and percentages)	2011			2012			2013			2014			2015			(in millions, except per share amounts and percentages)	2016			2017			2018			2019			2020
Net Sales	$	468.6		$	463.1		$	529.4		$	562.3		$	602.8		Net Sales	$	651.4		$	695.8		$	680.2		$	753.5		$	614.7
Net Income	$	19.9		$	16.6		$	23.0		$	32.5		$	29.2
Net Income/(Loss)																Net Income/(Loss)	$	20.4		$	(10.3)		$	11.9		$	3.6		$	38.6
Diluted EPS	$	1.31		$	1.10		$	1.47		$	2.01		$	1.88		Diluted EPS	$	1.38		$	(0.72)		$	0.85		$	0.26		$	2.72
Cash Flow from Operations	$	14.8		$	43.5		$	30.7		$	63.5		$	26.1		Cash Flow from Operations	$	49.5		$	13.8		$	12.9		$	85.3		$	73.4
Gross Margin %	27.8		%	28.8		%	28.6		%	29.7		%	27.7		%	Gross Margin %	25.2		%	23.8		%	20.8		%	22.6		%	28.7		%
Operating Margin %	5.7		%	5.6		%	6.1		%	7.3		%	5.9		%	Operating Margin %	3.9		%	1.5		%	(0.2)		%	2.0		%	6.1		%
Return on Average Assets	5.4		%	4.4		%	5.7		%	7.3		%	6.1		%	Return on Average Assets	4.0		%	(1.8)		%	2.0		%	0.6		%	7.2		%
Closing Y/E Stock Price	$	16.87		$	19.35		$	38.11		$	65.03		$	51.35		Closing Y/E Stock Price	$	64.55		$	47.25		$	25.28		$	52.26		$	52.46



Paul D. Arling Chairman and Chief Executive Officer Director since 1996 Age: 5358		Paul D. Arling is our Chairman and Chief Executive Officer. He joined us in May 1996 as Chief Financial Officer and was named to our Board of Directors in August 1996. He was appointed President and ~~COO~~Chief Operating Officer in September 1998, was promoted to Chief Executive Officer in October 2000 and appointed as Chairman in July 2001.

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

		At the ~~2015~~2020 Annual Meeting of Stockholders, Mr. Arling was reelected as Chairman of the Company to serve until the ~~2016~~2021 Annual Meeting of Stockholders.

		Mr. Arling, who has spent over 1925 years with UEI and who currently serves as Chairman and Chief Executive Officer, has an extensive, in-depth knowledge of the Company’s business, operations, opportunities and strategies. His wide-ranging roles throughout his career at UEI also provide him with significant leadership, corporate strategy, manufacturing, retail, marketing and international experience in the wireless controls industry.

~~Satjiv S. Chahil~~ ~~Director since 2002~~ ~~Compensation Committee~~ ~~Corporate Governance and~~ ~~Nominating Committee~~ ~~Age: 65~~	Mr. Chahil is a Silicon Valley based innovations advisor and social entrepreneur and global marketing consultant. Since January 2010, Mr. Chahil has been an Executive Adviser to several global high tech companies, including Hewlett-Packard, Beats Electronics, Blackberry (RIM), Starkey Hearing Technologies, and Sony Electronics. Prior to that, Mr. Chahil was the Senior Vice President-Marketing of Hewlett Packard's Personal Systems Group, and prior to that, he was advisor to the Chairman of Palm, Inc. (a manufacturer and marketer of handheld computing and mobile and wireless Internet solutions). Prior to that, Mr. Chahil held the top marketing positions at Palm, Newbridge Networks and Apple Computer. He also serves on the council of Trustees of the American India Foundation (www.aif.org).

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

	Mr. Chahil has been a Class II director of the Company since 2002. He also serves as a member of our Compensation and Corporate Governance and Nominating Committees. At the 2014 Annual Meeting of Stockholders, Mr. Chahil was reelected as a Class II Director of the Company to serve until the 2016 Annual Meeting of Stockholders.

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



~~William C. Mulligan~~ ~~Director since 1992~~ ~~Audit Committee~~ ~~Corporate Governance and~~ ~~Nominating Committee (Chairman)~~ ~~Age: 62~~		Mr. Mulligan has over 30 years of experience in private equity, having joined Primus Capital Funds in 1985 from McKinsey & Company, Inc. Mr. Mulligan serves as a Managing Partner of Primus since 1987. Mr. Mulligan serves as director of several private portfolio companies and TFS Financial Corporation (Nasdaq:TFSL). Mr. Mulligan serves on the audit (chairman), compensation and executive committees of TFS. Mr. Mulligan is also a trustee of The Cleveland Clinic Foundation, the Land Trust Alliance, and the Western Reserve Land Conservancy.

	~~Mr. Mulligan earned a Bachelor of Arts in economics from Denison University and an MBA from the University of Chicago.~~

	Mr. Mulligan has served as a member of our Board of Directors since 1992. He also serves as Chairman of our Corporate Governance and Nominating Committee and as a member of our Audit Committee. At the 2014 Annual Meeting of Stockholders, Mr. Mulligan was reelected as a Class II Director of the Company to serve until the 2016 Annual Meeting of Stockholders.

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

~~J.C. Sparkman~~ ~~Director since 1998~~ ~~Compensation Committee (Chairman)~~ ~~Corporate Governance and~~ ~~Nominating Committee~~ ~~Age: 83~~	Mr. Sparkman is an experienced public company board member. Since June 2005 he has served as a director of Liberty Global, Inc. (Nasdaq:LBTYA) and is the chair of the compensation committee and a member of the nominating and corporate governance and the succession planning committees of the Liberty Global Board of Directors. Prior to that he was a director of Liberty Global’s predecessor, LGI International, from November 2004 to June 2005. In addition, since 1994, Mr. Sparkman has been a director of Shaw Communications, Inc. (NYSE:SJR) and is a member of the executive and human resources and compensation committees of Shaw's Board of Directors. Mr. Sparkman has over 30 years of experience in the cable television industry. He was Executive Vice President and Chief Operating Officer of TCI for eight years until his retirement in 1995. During his over 26 years with Telecommunications, Inc. ("TCI"), he held various management positions of increasing responsibility, overseeing TCI's cable operations as that company grew through acquisitions, construction of new networks and expansion of existing networks into the largest multiple cable system operator in the United States at the time of his retirement. In addition, he co-founded Broadband Services, Inc., a provider of asset management, logistics, installation and repair services for telecommunications service providers and equipment manufacturers domestically and internationally. He served as chairman of the board and Co-Chief Executive Officer of Broadband Services until December 2003.

	Mr. Sparkman has served as a member of our Board of Directors since 1998. He also serves as Chairman of our Compensation Committee and as a member of our Corporate Governance and Nominating Committee. At the 2014 Annual Meeting of Stockholders, Mr. Sparkman was reelected as a Class II Director of the Company to serve until the 2016 Annual Meeting of Stockholders.

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



~~Gregory P. Stapleton~~ ~~Director since 2008~~ ~~Compensation Committee~~ ~~Age: 69~~		Mr. Stapleton is the founder and owner of Falcon One Enterprises LLC, a private equity firm that invests in early stage technology companies, since 2005. Prior to that, Mr. Stapleton was the President of Harman International where, he also served as its Chief Operating Officer. He was a director of Harman International from 1997 until his retirement in 2004. Prior to joining Harman, Mr. Stapleton held various leadership positions, including Senior Vice President Venture Capital at General Electric.

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

	Mr. Stapleton has served as a member of our Board of Directors since 2008. He also is a member of our Compensation Committee. At the 2014 Annual Meeting of Stockholders, Mr. Stapleton was reelected as a Class II Director of the Company to serve until the 2016 Annual Meeting of Stockholders.

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

~~Carl E. Vogel~~ ~~Director since 2009~~ ~~Audit Committee~~ ~~Age: 58~~	Mr. Vogel is a private investor and since October 2014, is an industry advisor for Kohlberg Kravis Roberts & Co. LP. In addition, Mr. Vogel is a senior advisor to the Chairman of DISH Network Corporation, a leading satellite television provider and a member of its Board of Directors. Prior to becoming a senior advisor, Mr. Vogel served as President of DISH Network Corporation from September 2006 until February 2008, and as its Vice-Chairman from June 2005 until March 2009. Prior to that, from October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the Board of Directors of and a senior advisor to EchoStar Communications Corporation. From 2001 until 2005, he served as President, Chief Executive Officer and director of Charter Communications, a leading cable television and broadband service provider. Prior to joining Charter, Mr. Vogel served in various executive capacities with Liberty Media affiliated companies. Mr. Vogel is the sole shareholder of Bulldog Capital Partners, Inc., providing advisory services and strategic consulting for media companies and media and telecom focused private equity investors.

	Mr. Vogel is also a member of the Board of Directors of Dish Network Corporation (since May 2005), Shaw Communications, Inc. (since 2006), Ascent Capital Group, Inc. (formerly known as Ascent Media Corporation, since 2009), Sirius XM Holdings Inc. (since 2011), and AMC Networks Inc. (since 2013). Mr. Vogel serves as a member of the corporate governance committee of Shaw; chairman of the executive committee and a member of the audit committee of Ascent Capital; chairman of the compensation committee of Sirius; and chairman of the audit committee and a member the compensation committee of AMC Networks.

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

	Mr. Vogel has served as a member of our Board of Directors since 2009. He also is a member of our Audit Committee. At the 2014 Annual Meeting of Stockholders, Mr. Vogel was reelected as a Class II Director of the Company to serve until the 2016 Annual Meeting of Stockholders.

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



~~Edward K. Zinser~~ ~~Director since 2006~~ ~~Audit Committee (Chairman)~~ ~~Age: 58~~						Since May 2014, Mr. Zinser has been Executive Vice President and Chief Financial Officer of United Online, Inc. (Nasdaq:UNTD) a provider of consumer services and products over the Internet. From January 2008 until November 2012, Mr. Zinser served as Chief Financial Officer of Boingo Wireless, a leading Wi-Fi software and services provider. Prior to that, Mr. Zinser served as Executive Vice President and Chief Financial Officer of THQ, Inc., a worldwide publisher of interactive entertainment software. Prior to joining THQ, Mr. Zinser served as Executive Vice President and Chief Financial Officer of Vivendi Universal Games, a global publisher of entertainment and education software. Mr. Zinser has also served as President and Chief Operating Officer of Styleclick, Inc., Senior Vice President and Chief Financial Officer of Internet Shopping Network LLC, Executive Vice President and Chief Financial Officer of Chromium Graphics, Inc., and in various senior financial positions with The Walt Disney Company.

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

						Mr. Zinser has served as a member of our Board of Directors since 2006. He also serves as Chairman of our Audit Committee. At the 2014 Annual Meeting of Stockholders, Mr. Zinser was reelected as a Class II Director of the Company to serve until the 2016 Annual Meeting of Stockholders.

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



Name/Item	Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee
Satjiv S. Chahil		X	X
William C. Mulligan	X		Chair
J.C. Sparkman		Chair	X
Gregory P. Stapleton		X
Carl E. Vogel	X
Edward K. Zinser	Chair
Number of Meetings	4	3	1


Audit Committee of the Board of Directors

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


Satjiv S. Chahil Compensation Committee Corporate Governance and Nominating Committee Director since 2002 Age: 70						Mr. Chahil is a Silicon Valley-based innovations advisor and social entrepreneur and global marketing consultant since 2011. Mr. Chahil is a member of the board of directors of New Providence Acquisition Corp. III, a newly organized blank-check company formed to effect mergers, stock exchanges, reorganizations, and similar business combinations. At various dates until April 2011, Mr. Chahil was an executive adviser to several global high-tech companies, including Apple Corp, Hewlett-Packard, Beats Electronics, Blackberry (RIM), BMW, Starkey Hearing Technologies, and Sony Electronics. He also serves on the council of Trustees of the American India Foundation (www.aif.org).

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

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

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

Sue Ann R. Hamilton Compensation Committee (Chair) Corporate Governance and Nominating Committee Director since 2019 Age: 60						Ms. Hamilton is Founder and Principal of Hamilton Media LLC, which advises and represents major and emerging media and technology companies since 2007. In this role, Ms. Hamilton has served as Executive Vice President - Distribution and Business Development for AXS TV LLC, a partnership between founder Mark Cuban, AEG, Ryan Seacrest Media, Creative Artists Agency, and CBS. Prior to launching Hamilton Media, she served as Executive Vice President of Programming for Charter Communications (a cable and internet provider) from 2003 until 2007. Before her work at Charter, she held numerous management positions at AT&T Broadband LLC and its predecessor, TCI between 1993 and 2002. Early in her career, Ms. Hamilton was a partner at Chicago-based law firm Kirkland & Ellis, specializing in complex commercial transactions.
						Ms. Hamilton also serves as member of the board of directors of Liberty Broadband Corporation (since December 2020). She previously served as a member of the board of directors of GCI Liberty, Inc.(merged into Liberty Broadband Corporation in December 2020) and of FTD Companies, Inc. As representative of Mark Cuban Companies/Radical Ventures, she has been a board observer since 2012 for Philo, Inc., a privately held technology company.

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

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

						Ms. Hamilton’s background as an executive in and advisor to the cable television industry for over 26 years enable her to contribute extensive knowledge and strategic insights in technology, media and telecommunications to our Board. In addition, her financial and legal experience strengthen our Board’s collective qualifications, skills and attributes. Her experience gained from membership on the boards of public and privately-held companies gives the Company the benefit of observed best practices in corporate governance.



Name of Director	Year	Annual Retainers ($)	Committee Chair Fees ⁽¹⁾ ($)	Committee Meeting Attendance Fees ⁽²⁾ ($)	Additional BOD Meeting Attendance Fees ⁽³⁾ ($)	Total ($)
Satjiv S. Chahil	2015	35,000	—	3,000	3,750	41,750
William C. Mulligan	2015	35,000	10,000	6,000	3,750	54,750
J. C. Sparkman	2015	35,000	10,000	3,000	3,750	51,750
Gregory P. Stapleton	2015	35,000	—	3,000	3,750	41,750
Carl E. Vogel	2015	35,000	—	6,000	3,750	44,750
Edward K. Zinser	2015	35,000	10,000	6,000	3,750	54,750


⁽³⁾	~~Each board member is paid $1,875 for each Board of Directors' meeting attended in excess of four.~~



William C. Mulligan Audit Committee Corporate Governance and Nominating Committee (Chair) Director since 1992 Age: 67						Mr. Mulligan has over 30 years of experience in private equity, having joined Primus Capital Funds in 1985 from McKinsey & Company, Inc. Mr. Mulligan currently serves as Senior Advisor to Primus. Mr. Mulligan serves as a member of the board of directors of TFS Financial Corporation (TFSL) and serves as chair of TFS' audit, compensation, and executive committees. He also serves on the board of directors of several portfolio companies. Mr. Mulligan is also a trustee of The Cleveland Clinic Foundation, the Land Trust Alliance, and the Western Reserve Land Conservancy. Mr. Mulligan earned a Bachelor of Arts in economics from Denison University and an MBA from the University of Chicago.

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

						Mr. Mulligan’s extensive knowledge in the fields of financial services, investment banking, and accounting, risk management and his experience in legal and corporate governance areas and audit oversight gained from his membership on the boards and audit committees of other public companies contribute significantly to our Board and the Committees on which he serves.

Gregory P. Stapleton Compensation Committee Director since 2008 Age: 74						Mr. Stapleton is the Founder and Chairman of Falcon One Enterprises LLC, a private equity firm that invests in early stage technology companies, since 2005. Prior to that, Mr. Stapleton was the President of Harman International where, he also served as its Chief Operating Officer. He was a director of Harman International from 1997 until his retirement in 2004. Prior to joining Harman, Mr. Stapleton held various leadership positions, including Senior Vice President Venture Capital at General Electric.

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

						Mr. Stapleton has been a Class II Director of our Company since 2008. He also serves as a member of our Compensation Committee. At the 2020 Annual Meeting of Stockholders, Mr. Stapleton was reelected as a Class II Director of the Company to serve until the 2022 Annual Meeting of Stockholders.

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

Carl E. Vogel Audit Committee Director since 2009 Age: 63						Mr. Vogel is a private investor and an industry advisor focused on media and communications for Kohlberg Kravis Roberts & Co. L.P., a global investment company. In addition, in February 2021, he became Non-Executive Chairman of Progress Acquisition Corp. (NASDAQ:PGRW), a special purpose acquisition company primarily focused on the media and technology sector. Mr. Vogel is also Senior Advisor to the Chairman of DISH Network Corporation (NASDAQ:DISH), a leading satellite television provider and since May 2005, has served as a member of its Board of Directors until April 30, 2021 at which time, he will no longer serve as Senior Advisor to the Chairman of DISH and cease being a member of DISH's Board of Directors. From September 2006 until February 2008, Mr. Vogel served as President of DISH and as the Vice-Chairman of the Board of Directors of and as a Senior Advisor to DISH Network Corporation (formerly Echostar Communications Corporation, a satellite delivered digital television services provider) and Echostar Corp. (a developer of set-top boxes and other electronic technology). From 2001 to 2005, he was President, Chief Executive Officer and a director of Charter Communications, Inc. (NASDAQ:CHTR), a broadband service provider. Before joining Charter, Mr. Vogel served in various executive capacities with Liberty Media Corporation affiliated companies. Mr. Vogel is the sole shareholder of Bulldog Capital Partners, Inc., providing advisory services and strategic consulting for media companies and media and telecom focused private equity investors.

						Mr. Vogel is also a member of the Board of Directors of Shaw Communications, Inc. (since 2006), Sirius/XM Corporation (since 2011), and AMC Networks Inc. (since 2013). Mr. Vogel serves as a chair of the audit committee and as a member of the executive committee of Shaw; chair of the compensation committee of Sirius/XM; and chair of the audit committee of AMC Networks.

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


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

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

Edward K. Zinser Audit Committee (Chair) Director since 2006 Age:63						Mr. Zinser is a financial consultant since 2017. From May 2014 until July 2016, he was Executive Vice President and Chief Financial Officer of United Online, Inc. (UNTD) a provider of consumer services and products over the internet. From January 2008 until November 2012, Mr. Zinser served as Chief Financial Officer of Boingo Wireless, a leading Wi-Fi software and services provider. Prior to that, Mr. Zinser served as Executive Vice President and Chief Financial Officer of THQ, Inc., a worldwide publisher of interactive entertainment software. Prior to joining THQ, Mr. Zinser served as Executive Vice President and Chief Financial Officer of Vivendi Universal Games, a global publisher of entertainment and education software. Mr. Zinser has also served as President and Chief Operating Officer of Styleclick, Inc., Senior Vice President and Chief Financial Officer of Internet Shopping Network LLC, Executive Vice President and Chief Financial Officer of Chromium Graphics, Inc., and in various senior financial positions with The Walt Disney Company.

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

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

						Mr. Zinser provides our Board and our Audit Committee, of which he is Chair, with extensive knowledge in the fields of finance and accounting, investment banking, and legal, corporate governance, and audit oversight experience gained from his positions as chief financial officer of other public companies.


Name of Director	Year	Fees Earned or Paid in Cash (1) ($)	Stock Awards (2) ($)	Option Awards ($)	Total Compensation ($)
Satjiv S. Chahil	2020	65,000	231,450	—	296,450
Sue Ann R. Hamilton	2020	51,597	231,450	—	283,047
William C. Mulligan	2020	71,000	231,450	—	302,450
J.C. Sparkman (3)	2020	40,761	—	—	40,761
Gregory P. Stapleton	2020	60,000	231,450	—	291,450
Carl E. Vogel	2020	60,000	231,450	—	291,450
Edward K. Zinser	2020	71,250	231,450	—	302,700



Name of Director	Year	Fees Earned or Paid in Cash ⁽¹⁾ ($)	Stock Awards ⁽²⁾ ($)	Option Awards ⁽³⁾ ($)	Total Compensation($)
Satjiv S. Chahil	2015	41,750	250,950	—	292,700
William C. Mulligan	2015	54,750	250,950	—	305,700
J. C. Sparkman	2015	51,750	250,950	—	302,700
Gregory P. Stapleton	2015	41,750	250,950	—	292,700
Carl E. Vogel	2015	44,750	250,950	—	295,700
Edward K. Zinser	2015	54,750	250,950	—	305,700


⁽¹⁾	~~This column represents the cash compensation earned in~~ ~~2015~~ ~~for Board and committee service. See the "Additional Information about Fees Earned or Paid in Cash During~~ ~~2015" table below.~~


⁽²⁾	This column represents the grant date fair value of stock awards granted to Class II Directors as part of their compensation. The fair value of the stock awards is calculated using the average of the high and low trades of our stock on the grant date. See the "Additional Information about Non-Management Director Equity Awards" for further information related to stock awards granted in ~~2015~~.


⁽³⁾	~~This column represents the grant date fair value of stock options granted during~~ ~~2015~~ ~~of which there were none.~~


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


⁽²⁾	~~Each committee member is paid $1,500 for the attendance of a committee meeting.~~



Name of Director	Stock Awards Granted During 2015 (#)	Option Awards Granted During 2015 (#)	Grant Date Fair Value of Stock and Option Awards Granted During 2015 ⁽¹⁾ ($)	Stock Awards Outstanding at Year End (#)	Option Awards Outstanding at Year End (#) ⁽²⁾
Satjiv S. Chahil	5,000	—	250,950	2,500	20,000
William C. Mulligan	5,000	—	250,950	2,500	20,000
J. C. Sparkman	5,000	—	250,950	2,500	10,000
Gregory P. Stapleton	5,000	—	250,950	2,500	20,000
Carl E. Vogel	5,000	—	250,950	2,500	20,000
Edward K. Zinser	5,000	—	250,950	2,500	20,000



Executive	2015 Salary		2014 Salary		Percent Change
Paul D. Arling	$	580,000	$	579,600	0%
Bryan M. Hackworth	$	340,000	$	339,730	0%
Paul J.M. Bennett	€	260,000	€	260,000	0%
David Chong	HKD	2,591,828	HKD	2,513,000	3%
Louis S. Hughes	$	324,000	$	291,520	11%



	Target Grant Value		Restricted Stock Units (Rounded)	Stock Options (Rounded)	Final Award Value
Executive	Target Grant Value		Restricted Stock Units (Rounded)	Stock Options (Rounded)	Restricted Stock Units		Stock Options		Actual Grant Value
Paul D. Arling	$	1,600,000	12,205	32,295	$	799,915	$	799,945	$	1,599,860
Bryan M. Hackworth	$	500,000	3,815	10,095	$	250,035	$	250,055	$	500,090
Paul J.M. Bennett	$	500,000	3,815	10,095	$	250,035	$	250,055	$	500,090
David Chong	$	550,000	4,195	11,100	$	274,940	$	274,945	$	549,885
Louis S. Hughes	$	500,000	3,815	10,095	$	250,035	$	250,055	$	500,090


Compensation Committee of the Board of Directors

Sue Ann R. Hamilton — Chair
Satjiv S. Chahil
Gregory P. Stapleton


Name and Principal Position	Year	Salary ($)	Stock Awards (1) ($)	Option Awards (2) ($)	Non-Equity Incentive Plan Compensation (3) ($)	All Other Compensation (4) ($)	Total ($)
Paul D. Arling	2020	830,000	1,049,905	1,049,965	636,000	26,775	3,592,645
Chairman of the Board and	2019	830,000	649,965	650,005	1,660,000	26,275	3,816,245
Chief Executive Officer	2018	830,000	749,990	750,005	—	23,025	2,353,020
Bryan M. Hackworth	2020	400,000	300,105	300,015	215,000	29,005	1,244,125
Senior Vice President and	2019	340,000	300,015	300,020	476,000	24,913	1,440,948
Chief Financial Officer	2018	340,000	300,040	300,030	—	11,855	951,925
Ramzi S. Ammari	2020	400,000	274,940	274,970	184,000	44,330	1,178,240
Senior Vice President,	2019	325,000	200,010	199,995	390,000	13,865	1,128,870
Corporate Planning and Strategy	2018	317,500	220,200	—	—	10,615	548,315
Menno V. Koopmans(5)	2020	315,000	250,025	150,010	107,000	—	822,035
Senior Vice President,	2019	315,280	199,985	—	235,000	17,010	767,275
Global Sales	2018	236,240	149,910	150,015	—	31,120	567,285
Joseph E. Miketo	2020	330,000	150,055	150,010	140,000	13,000	783,065
Senior Vice President,	2019	282,692	299,980	—	330,000	6,000	918,672
Operations	2018	—	—	—	—	—	—


Name of Executive	Year	Premiums for Life Insurance(1) ($)	Contributions to Retirement Plan ($)	Leased Vehicle ($)	Other Benefits ($)	Total All Other Compensation ($)
Paul D. Arling	2020	13,775	13,000	—	—	26,775
	2019	13,775	12,500	—	—	26,275
	2018	13,775	9,250	—	—	23,025
Bryan M. Hackworth (2)	2020	2,605	13,000	—	13,400	29,005
	2019	2,605	12,500	—	9,808	24,913
	2018	2,605	9,250	—	—	11,855
Ramzi S. Ammari (3)	2020	1,330	13,000	—	30,000	44,330
	2019	1,365	12,500	—	—	13,865
	2018	1,365	9,250	—	—	10,615
Menno V. Koopmans (4)	2020	—	—	—	—	—
	2019	—	7,965	9,045	—	17,010
	2018	—	14,755	16,365	—	31,120
Joseph E. Miketo	2020	—	13,000	—	—	13,000
	2019	—	6,000	—	—	6,000
	2018	—	—	—	—	—


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)			Stock Awards: Number of Shares of Stock or Units (#)	Option Awards: Number of Securities Underlying Options (#)	Option Exercise or Base Price of Option Awards(3) ($/Share)	Closing Market Price on Option Grant Date ($/Share)	Grant Date Fair Value of Stock and Option Awards ($)
Name of Executive	Grant Date (1)	Threshold ($)	Target ($)	Maximum ($)
Paul D. Arling		415,000	830,000	1,660,000
	2/12/2020				22,740				1,049,905
	2/12/2020					59,320	46.17	45.91	1,049,965
Bryan M. Hackworth		140,000	280,000	560,000
	2/12/2020				6,500				300,105
	2/12/2020					16,950	46.17	45.91	300,015
Ramzi S. Ammari		120,000	240,000	480,000
	2/12/2020				5,955				274,940
	2/12/2020					15,535	46.17	45.91	274,970
Menno V. Koopmans		79,000	158,000	316,000
	2/12/2020				3,250				150,055
	2/12/2020					8,475	46.17	45.91	150,010
	3/9/2020				2,703				99,970
Joseph E. Miketo		82,500	165,000	330,000
	2/12/2020				3,250				150,055
	2/12/2020					8,475	46.17	45.91	150,010


		Option Awards					Restricted Stock Unit Awards
Name of Executive	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable (1)	Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price (2) ($)	Option Expiration Date(3)	Number of Shares or Units of Stock That Have Not Vested (4) (#)	Market Value of Shares or Units of Stock That Have Not Vested (5) ($)
Paul D. Arling	2/8/2012	32,200	—	*	20.085	2/8/2022
	2/13/2013	57,800	—	*	19.245	2/13/2023
	2/12/2015	32,295	—	**	65.540	2/12/2022
	1/1/2016	39,915	—	**	51.385	1/1/2023
	2/8/2017	38,245	—	**	62.700	2/8/2024
	2/8/2018	48,213	4,382	**	44.950	2/8/2025
	2/13/2019	36,885	26,345	**	27.065	2/13/2026
	2/12/2020	—	59,320	**	46.170	2/12/2027
	Various (6)	—	—		—	—	34,135	1,790,722
Bryan M. Hackworth	2/13/2013	22,000	—	*	19.245	2/13/2023
	2/12/2015	10,095	—	**	65.540	2/12/2022
	1/1/2016	13,305	—	**	51.385	1/1/2023
	2/8/2017	15,300	—	**	62.700	2/8/2024
	2/8/2018	19,287	1,753	**	44.950	2/8/2025
	2/13/2019	17,025	12,160	**	27.065	2/13/2026
	2/12/2020	—	16,950	**	46.170	2/12/2027
	Various (7)	—	—		—	—	11,674	612,418
Ramzi S. Ammari	2/13/2019	11,349	8,106	**	27.065	2/13/2026
	2/12/2020	—	15,535	**	46.170	2/12/2027
	Various (8)	—	—		—	—	10,666	559,538
Menno V. Koopmans	2/8/2017	10,200	—	**	62.700	2/8/2024
	2/8/2018	9,644	876	**	44.950	2/8/2025
	2/12/2020	—	8,475	**	46.170	2/12/2027
	Various (9)	—	—		—	—	10,886	571,080
Joseph E. Miketo	2/12/2020	—	8,475	**	46.170	2/12/2027
	Various (10)	—	—		—	—	10,243	537,348


(In thousands)
Name	Months of payment	Termination Scenario	Total ($)	Salary ($)	Bonus ($)	Other (1) ($)	Aggregate Value of Vested Stock Options ($)	Aggregate Value of Acceler- ation of Unvested Stock Options ($)	Aggregate Value of Vested Restricted Stock Units ($)	Aggregate Value of Acceler- ation of Unvested Restricted Stock Units ($)	Tax Gross-Up (2) ($)
Paul D. Arling	18	Without Cause	12,560	1,245	954	3,191	4,304	1,075	—	1,791	—
	18	Good Reason	12,560	1,245	954	3,191	4,304	1,075	—	1,791	—
	24	Change in Control	18,117	1,660	1,272	4,254	4,304	1,075	—	1,791	3,761
	24	Hostile Acquisition	18,117	1,660	1,272	4,254	4,304	1,075	—	1,791	3,761
Bryan M. Hackworth	—	Without Cause(3)	2,930	567	—	—	1,322	429	—	612	—
	—	Good Reason	2,363	—	—	—	1,322	429	—	612	—
	12	Change in Control	3,594	400	215	616	1,322	429	—	612	—
	24	Hostile Acquisition	4,825	800	430	1,232	1,322	429	—	612	—
Ramzi S. Ammari	—	Without Cause(3)	1,952	800	—	—	288	304	—	560	—
	—	Good Reason	1,152	—	—	—	288	304	—	560	—
	12	Change in Control	2,300	400	184	564	288	304	—	560	—
	12	Hostile Acquisition	2,300	400	184	564	288	304	—	560	—
Menno V. Koopmans	—	Without Cause(3)	1,097	394	—	—	72	60	—	571	—
	—	Good Reason	703	—	—	—	72	60	—	571	—
	—	Change in Control	703	—	—	—	72	60	—	571	—
	—	Hostile Acquisition	703	—	—	—	72	60	—	571	—
Joseph E. Miketo	—	Without Cause(3)	645	55	—	—	—	53	—	537	—
	—	Good Reason	590	—	—	—	—	53	—	537	—
	—	Change in Control	590	—	—	—	—	53	—	537	—
	—	Hostile Acquisition	590	—	—	—	—	53	—	537	—


Total shares underlying all outstanding options			359,850
Weighted average exercise price of outstanding options			$41.50
Weighted average remaining contractual life of outstanding options			5.83 years
Total shares underlying all outstanding and unvested restricted stock awards			318,468
Shares available for future awards that may be issued under the 2018 Plans			30,672


Name and Position	Dollar Value ($)	Number of Units (#)
Paul D. Arling (Chairman & Chief Executive Officer)	—	—
Bryan M. Hackworth (Chief Financial Officer & Senior Vice President)	—	—
Ramzi S. Ammari (Senior Vice President, Corporate)	—	—
Menno V. Koopmans (Senior Vice President, Global Sales)	—	—
Joseph E. Miketo (Senior Vice President, Operations)	—	—
Executive Officer Group	—	—
Non-Executive Director Group (1)	1,680,000	30,000
Non-Executive Employee Group	—	—