tm226069-2_def14a - none

DEF 14A 1 tm226069-2_def14a.htm DEF 14A tm226069-2_def14a - none - 9.0000402s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

SNAP ONE HOLDINGS CORP.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

Dear Fellow Stockholder:

Introduction

When you think of the word “hero,” you think of a person demonstrating courage, outstanding achievements, or noble qualities. Over the last two years, we have witnessed truly heroic efforts from our healthcare and front-line workers who have helped fight a global pandemic and keep us safe. We thank these heroes for their service and sacrifice.

As I begin this letter, I must start by also acknowledging a group of unsung leaders in our local communities who have helped us manage through the crisis inflicted by COVID — and those are our employees and integration Partners. Our success is intertwined with that of our integration Partners, and that is exactly why we call them Partners with a capital “P.”

While people retrenched to their homes to live, work, learn, and entertain over the past two years, they looked to our 16,000+ domestic integration Partners to deliver the technology required to enable these experiences. Without the technology experience our integration Partners delivered, families and workers would not have had the solutions to adjust to the new world. Our Partners did not have the option of working from home, and instead worked hard to enable the “at home” phenomenon for others by donning masks each morning, leaving their families and going into homes and businesses to deliver secure, enjoyable, and connected experiences. Our Partners deserve to be celebrated.

As our Partners in turn looked to Snap One to supply and support their businesses, we remained open for business as well. Our dedicated employees in our local branches came to work each day to ensure that our Partners had the product they needed. Our warehouse teams came in every morning to ensure that shipments were timely, as did our manufacturing teams. Our technical support and Partner service teams worked remotely to provide the service our Partners required during this time, donning headsets at home while trying to keep their families moving forward. As the pandemic evolved, it impacted supply chains and logistics operations around the globe.

“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.”

TABLE OF CONTENTS

	The remarkable efforts inside our company expanded even further, with our supply chain personnel working around the clock to ensure product availability. Our sales force worked tirelessly to help our Partners find alternative solutions when certain products were out of stock. Throughout our ecosystem, our people worked diligently to serve our Partners and end consumers. Our people at Snap One deserve to be celebrated too.
	Those unsung leaders both inside our company and within our industry fuel our company’s growth. As I reflect on my almost 40 years in business, this is collectively the most inspiring professional effort I have witnessed. On behalf of our shareholders, I thank all our employees, as well as those who work in our Partners’ businesses, for their tremendous efforts.
	As we look to the future, we do so clear-eyed. Without question, the amount and importance of technology in our homes and businesses will continue to increase. Many of these homes and businesses will turn to professional integrators to help them design, install, and support these systems. Snap One specializes in providing these professionals with the right products, workflow solutions and platforms to serve their customers while growing their businesses more profitably and efficiently. We remain steadfast in our commitment to our Partners.
	2021 — Year in Review
	I am pleased to announce that Snap One delivered record performances during the year. Some financial highlights include: • Net Sales, which exceeded $1 billion for the first time in our history and were up 24% YoY • Net loss of $36.5M and a record Adjusted Net Income1 of $53.6M, up 89% YoY • A record Adjusted EBITDA1 of $110.8M, up 17% YoY
	While our financial results set new benchmarks for our Company, the many accomplishments of our team members position us for improved operating performance and continued growth in the years to come. In 2021, we: • Completed our successful initial public offering in July, strengthening our balance sheet.
	• Rebranded as Snap One (formerly SnapAV) to reflect the Company’s aspiration to be the one partner professional integrators need for every job.
	• Meaningfully improved service levels to our 16,000+ Partners, as reflected in being awarded an unprecedented 16 CE Pro Quest for Quality Awards during the year.
	• Hired Kathleen Creech as our Chief People Officer and Ashley Swenson as our Senior Vice President of Marketing, bringing added expertise and diversity to our leadership. • Appointed three new board members during the year: Annmarie Neal, Adalio Sanchez, and Amy Steel Vanden-Eykel. Together, they add expertise in key areas for our Company while also enhancing our diversity. • Recognized by the industry for leading products and services, resulting in being ranked the #1 and/or #2 brand 36 times across 62 identified product sub-categories in the 2021 CE Pro 100 Brand Analysis Awards. • Announced a strategic investment in Parasol, an industry leading provider of 24/7 remote support solutions to end consumers that improve integrator productivity and service levels while creating a recurring revenue stream for both our integration Partners and Snap One. • Upgraded Control4 OS3 software to provide full support for OvrC remote management to Control4 controllers and added fundamental platform enhancements for commercial deployments. • Updated our OvrC remote management platform to improve the user interface and bring enhanced notification accuracy.

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.

TABLE OF CONTENTS

	• Expanded our third-party product portfolio and vendor partnerships through a series of investments and new additions, with 25 new third-party distribution agreements with industry leaders such as Roku, Sound United, Lutron Caséta, Ecobee, JVC, ClareVision, and Pulse 8 — all of which offer Control4 integration. • Announced an exclusive partnership with Josh.ai with strategic development of a first-of-its kind Control4 certified driver for voice control, expanded integration of music streaming services, and native support to execute advanced lighting scenes.
	• Designed and introduced an all-new Partner Rewards program which unifies the Snap One Partner experience under a single loyalty program, making it more rewarding than ever for our Partners to consolidate their spend with Snap One.
	• Opened eight new domestic local branches, bringing the total domestic local branch footprint to 31 locations as of year-end and enhancing our ability to serve our Partners. We also commenced work on the acquisition of Staub Electronics, which closed in January 2022 and added two additional local branches in Canada, bringing our current total local branch footprint to 33 locations.
	• Strengthened our balance sheet by completing a debt refinancing. The new Credit Agreement provides for senior secured financing of $565.0 million in the aggregate, consisting of $465.0 million in aggregate principal amount of senior secured term loans maturing in seven years and a $100 million senior secured revolving credit facility maturing in five years. • Closed two accretive “tuck-in” acquisitions, HCA Distributing in April 2021 and Access Networks in May 2021. Access Networks brings enterprise-grade capabilities to our networking product line while enabling us to provide network design services to our Partners on more complex projects.
	We leave 2021 as a unified team, with a proven growth strategy and an aspiration to revolutionize the smart living industry. Let me share with you a look at some of the opportunities that we are excited about in 2022.
	Revolutionizing the Smart Living Industry
	Our Partners call themselves integrators for a reason. For decades, they have needed to integrate products from various manufacturers to deliver the experiences end consumers’ desire. They have done this with disparate products and software tools, which required customized programming and highly skilled labor. Installations were often unique, difficult, and costly, and after the install, reliability often suffered due to the lack of true integration between all these products. The result — costly support and a disappointed end consumer.
	A few years ago, recognizing the long-term growth trends in our industry, we pursued three strategic initiatives to address these challenges:
	1. Given the vast number of new smart devices entering homes and businesses, we determined we had to enter the control system space to deliver the seamless experiences end consumers expect through a single, integrated system.
	2. We decided to extend our e-commerce footprint to include brick and mortar local branches. Our integrators often need in-person assistance and real-time inventory availability. We believe our e-commerce capabilities are the best in the industry and that establishing a physical presence in key geographies could fuel our Partners growth as well as our own. Last year, we opened eight new local branches, increasing our branch count to 31 locations.
	3. Lastly, we determined it was important to help our integration Partners drive efficiency in their businesses. As a result, we opened our distribution capabilities to other third-party vendors in the industry, with the intent of providing our Partners with the ability to source all the products they might need to complete their projects from Snap One.

TABLE OF CONTENTS

	The decisions we made a few years ago, together with our team’s excellent execution, have positioned us for great things in the years ahead. With an integrated software platform, evolving omni-channel presence, and the best products in the industry, including our solutions and third-party vendors’ products, we stand ready to serve this industry in the way we envisioned just a few years ago.
	Our vision inspires us to change the way the industry works. This past year, we released many new features to our OvrC and Control4 operating systems, including the integration of the two offerings. Through our industry transforming OvrC remote management software, we enable Partners to both update firmware and troubleshoot installed systems without visiting the home or business. Further, our Control4 operating system also enables our Partners with an easy-to-program tool set called Composer, which is enhanced through out-of-the-box integrations with our products as well as the products of other leading manufacturers. In the future, the industry will see even more innovation from our teams, as we are planning some big new releases across our product lines.
	However, this industry needs more than products to thrive and satisfy the discerning end consumers that rely on professionals. For this reason, we are investing in building a platform for the industry. We’re building a platform that our Partners can rely on to create efficient businesses and happy employees, and a platform that helps our Partners deliver fantastic experiences to end consumers.
	Our software platforms integrate seamlessly with thousands of products “out-of-the-box.” Further, we continue to maintain (or allow third parties to maintain) drivers to the vast array of products released to the market each year. These drivers ensure ongoing reliability, and the investments we make in the platforms allow end consumers to access new features and functionality. Of course, this requires a software investment only a company the size of Snap One can rationalize.
	Software is a key element of our platform, perhaps even the most important element. However, we do not stop there. The second element of our platform is service, and we are making significant investments in that regard as well.
	This industry will continue to require more investment in software and services. New experiences, such as improved home and business security through surveillance systems, protection of assets and network operations through cyber security, and better access to support services, are just a few of the new services we endeavor to provide. Evolving our business model and our Partners’ businesses to include software and services is a very big opportunity and will align the industry with the ongoing service requirements our end consumers’ demand.
	Serving Our Partners with Better Business Solutions
	Snap One was started by integrators, for integrators. Our industry is primarily comprised of very small businesses, with the average integrator employing less than ten individuals. The owners are selling and/or installing all day, only leaving time to plan for the next days and weeks at night. Historically, they have transacted with distributors because their businesses were too small to justify a direct connection with manufacturers. This resulted in a high cost, low service model for the integrator.
	Snap One changed all of that. To efficiently reach these small businesses, we built what we believe is still the best e-commerce site in the industry fifteen years later. We invested heavily in tech support and training tools and decided that we would sell our products only through integrator Partners, which increased their profitability. Finally, we built a culture that we live by today — creating raving fans among our Partners by making their lives easier.
	Still, we know that there is room to improve. In addition to the software, product, and services investments referenced earlier, here are just some of the other initiatives we are pursuing for our Partners:
	1. Opening new local branches in the communities where our Partners work. This allows our Partners to pick up inventory the day they need it, which is critical due to the real-time nature of many of their projects.
	2. Investing in more training to help them increase the efficiency and ability of their staff to deliver fantastic experiences and reliable systems to the end consumer.

TABLE OF CONTENTS

	3. Building a new e-commerce site with enhanced tools like proposals, system configuration, and rack design.
	4. Building scale to better provide our Partners with the tools they need to better serve their customers.
	Our technical support team sets the standard for our Partner services and is revered in our industry. Like many companies, our integrators have a tough time finding talent, as new employees must be trained on complex systems and technology products before they can assist their teams. Not only do we offer outstanding training services to help our integrators in this area, but our tech support professionals are also able to answer the phone in minutes and solve issues on the fly when an integrator is onsite with a customer and runs into a problem. These competencies result in a Net Promoter Score for our tech support services that is routinely above 90. We believe we are the best tech support organization in the world, and yet we’re still striving to improve every day.
	In 2021, we decided to extend these services directly to the end user through Parasol. It is not easy to be a technician in our industry, especially as end consumers often use their systems at night or on the weekends. The techs who work for our Partners work all day, and because our Partners are generally very small businesses, these same techs are often called to service on those same nights and weekends. Our Partners simply do not have the scale to provide 24/7 support. Thus, we asked, ‘what about Snap One? With our scale and with the OvrC platform, could we support these customers directly? ’
	Today, we do just that, directly supporting thousands of end customers through real-time assistance representatives who are available 24/7. The end consumer is happier, and the technicians get their nights and weekends back, making our industry more attractive to talent. We provide these services for a monthly fee that makes sense for the end consumer and drives profits for both our integration Partners and Snap One.
	I believe it was a car rental company that coined the adage years ago that “we refer to ourselves as Number 2 so that we try harder.” Here at Snap One, we feel like we are the industry leader, but we still hold on to the mentality of being second and embrace the obligation to continue trying harder than anyone else. I thank all our Snap One team members for keeping that mentality.
	How Do We Do All This?
	A few years ago, we drafted our company tenets. They are simple phrases that we reinforce with passion and action inside our company. Prospective employees are evaluated against these tenets, our assessments of our team members are calibrated to successful tenet adoption, and employees are not promoted without exemplifying them. They include:
	Be an Owner: We expect each team member to embrace the principles of ownership. This includes frugality but extends beyond that to include balancing the short-term requirements of profitability and a sound financial foundation with the long-term need to grow and satisfy the demands of our various constituents. We encourage our team to have a bias to action and hope to empower them accordingly.
	Obsess Over Customers: We are fanatical about the experiences had by our Partners and end consumers with our Company and products. When it comes to these experiences, not only do we push ourselves to make them better, but we actively solicit constructive feedback to improve and enhance them as well. One of our consistent goals is to extend these principles to both our internal and external customers.
	Learn Every Day: In a fast-moving world, we foster the notion of learning from our successes, but know we can learn even more from our failures. We invest in education and training and encourage risk taking with a “fail fast” mentality. Only through robust discussion, analysis, and debate can we learn, and only through learning can we get better.

TABLE OF CONTENTS

	Be the Best Place to Work: Everything we do starts with attracting, motivating, and retaining the best talent, so therefore it is imperative that we are a great place to work. First and foremost, we achieve this by fostering an open and inclusive culture where team members feel like they belong. Tools, training, professional development, compensation and rewards, and recognition programs are all important components of making Snap One a great place to work.
	Conclusion
	Our mission is simple: To make lives more enjoyable, connected, and secure. The smart living industry is robust and growing. We are passionate about delivering exceptional solutions to our Partners and their customers and will continue transforming this industry from one that has sold products to one that is selling experiences built on platforms. We have enhanced our distribution model through our digital-first e-commerce portal complemented by a growing local branch footprint. Our exceptional scale allows us to invest in this industry and provides our competitive advantage, and we believe it is our obligation to continue to lead this industry forward.
	To the unsung leaders who work at Snap One and those who work for our Partners — we see you and we celebrate you. Our future is bright, and we look forward to what is next for Snap One. Thank you for coming on this journey with us.

Sincerely,

John Heyman
Chief Executive Officer

TABLE OF CONTENTS

Notice of our 2022 Annual Meeting of Stockholders

To Our Stockholders:

Please join us at our Annual Meeting.

When:	9:00 a.m., Mountain time, on Thursday, May 19, 2022
Where:	11734 S. Election Road, Draper, Utah 84020
What:	Items of Business
	1	The election of two Class I director nominees listed in this Proxy Statement
	2	The ratification of the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2022
	3	Such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof
Record Date:	March 21, 2022

Please Vote:

Via the Internet

By Telephone

By Mail

In Person

Go to
www.voteproxy.com

To vote by telephone,
call 1-800-PROXIES
(1-800-776-9437) in the
U.S. or 1-718-921-8500
from foreign countries

Send completed and
signed proxy card or
voter instruction form
to the address on your
proxy card or voter
instruction form

Attend the Annual
Meeting at 9:00 a.m.
MT May 19, 2022 at
Company headquarters
in Utah

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

TABLE OF CONTENTS

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

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

TABLE OF CONTENTS

	Important Notice Regarding Availability of Proxy Materials for the Annual Meeting on May 19, 2022:
	This notice of Annual Meeting, form of electronic proxy card and the accompanying proxy statement (“Proxy Statement”), as well as the annual report on Form 10-K for the fiscal year ended December 31, 2021 (“2021 Annual Report”), are being distributed or made available, as the case may be, on or about April 4, 2022. Registered and beneficial shareholders may visit http://www.astproxyportal.com/ast/24529 to view and print these documents. The Proxy Statement and 2021 Annual Report may also be found in Investor Relations section of the Company’s web site at www.snapone.com under SEC Filings.

TABLE OF CONTENTS

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.

About Us

Snap One designs, manufactures, and distributes smart solutions for homes and businesses to make life better — all installed and supported by trusted professionals worldwide. We offer a number of trusted brands encompassing technology categories like audio, video, surveillance, control, networking, conferencing, and remote management.

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

Our Journey

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.

[MISSING IMAGE: tm226069d2-fc_journey4c.jpg]

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

About the Meeting

When:
9:00 a.m., Mountain time,
on May 19, 2022

Where:
11734 S. Election Road,
Draper, Utah 84020

Record Date:
March 21, 2022

Items of Business:

Board
Recommendation

Voting Standard

Page

The election of each of two Class I Director nominees, namely Messrs. Heyman, and Ragatz to the Company’s Board of Directors

FOR each director
nominee

A plurality of the votes cast (the two nominees receiving the highest number of “FOR” votes cast will be elected). Abstention has no impact

A proposal to ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2022.

FOR

Majority: Votes cast in favor exceed votes cast against. Abstention is the same as a vote “against”

The transaction of any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Please Vote

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:


Internet	Phone	Mail
Visit the web site listed on your proxy card	Call the telephone number on your proxy card	If you received a paper copy of the materials via mail, please sign, date, and return your proxy card in the enclosed envelope

snapone.com

TABLE OF CONTENTS

Our Board Nominees at a Glance

Director Name, age

Principal
Occupation

Independent

Committees

Other Public Company
Boards

Erik Ragatz, 49 (Chair)

Partner at Hellman & Friedman, LLC

Nomination and Governance, Compensation (Chair)

Grocery Outlet Holdings Corp.

John Heyman, 60

Chief Executive Officer of Snap One

None

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

General Information About the Annual Meeting and Voting

Annual Meeting of Shareholders

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.

Information About this Proxy Statement

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.

Internet Availability of Proxy Materials

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/.

snapone.com

TABLE OF CONTENTS

How to Vote

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.

(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.

(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.

(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.

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.

Shareholders Entitled to Vote; Quorum Requirement

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.

Effect of Not Voting and Broker Non-Votes

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

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

(“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.

Proxies; Revocation

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:

•

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

•

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

•

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

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.

Required Votes for Action to be Taken

(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.

(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.

snapone.com

TABLE OF CONTENTS

Voting Results

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.

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

Governance

	1			Election of Directors
				The Board recommends that you vote FOR the election of each of the following director nominees.

Board of Directors

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.

snapone.com

TABLE OF CONTENTS

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

Class I Directors Standing for Election at the 2022 Annual Meeting:

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.

	Erik Ragatz, Chair	Director Since: 2017 Age: 49 Committees: Comp, Nom & Gov (Chair) Independent Director
Erik D. Ragatz has served as a director and as Chairperson of our Board of Directors since 2017. Mr. Ragatz has served as a Partner at Hellman & Friedman LLC (“H&F”), a private equity firm, since January 2008. Mr. Ragatz currently serves as the chairperson of the board of directors and as a member of the compensation and nominating and governance committees of Grocery Outlet Holdings Corp. a publicly traded extreme value retailer of consumables and fresh products sold through a network of independently operated stores. In addition, he serves as lead outside director and as a member of the audit and compensation committees of Wand TopCo Inc. (d/b/a Caliber Collision) and At Home Group, Inc., both private H&F portfolio companies. He was formerly chairman of the board of directors of Goodman Global, Associated Materials and ABRA and a Director of LPL, Sheridan and Texas Genco. Prior to H&F, Mr. Ragatz was employed by Bain Capital in Boston and Sydney, and previously worked as a management consultant for Bain & Company in San Francisco. Mr. Ragatz received an AB in Economics from Stanford University and an MBA from the Stanford Graduate School of Business.
We believe that Mr. Ragatz is qualified to serve as a director based on his significant financial expertise and insight into the proper functioning and role of corporate boards of directors, gained through his years of service on the boards of directors of H&F’s portfolio companies.

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

	John Heyman	Director Since: 2015 Age: 60 Committees: None CEO of Snap One (not an Independent Director)
John Heyman has served as our Chief Executive Officer and a member of our Board of Directors since January 2015. He has worked in the technology industry for over 30 years, including 16 years, most recently as Chief Executive Officer at Radiant Systems, Inc., a publicly traded provider of technology to the hospitality and retail industries, from 1995 until its sale to NCR Corporation in 2011. From 2011 until joining Snap One, Mr. Heyman founded Actuate Partners, a private investment firm, and served as Executive Chairman of Influence Health, a technology provider to the healthcare industry. Mr. Heyman served as a director and a member of the Audit Committee of Manhattan Associates, a publicly traded provider of software to manage supply chains, inventory and omnichannel operations, from 2016 to 2019. He received a BBA in Accounting and Finance from the University of Georgia and an MBA from Harvard Business School.
We believe that Mr. Heyman is qualified to serve as a director based on the perspective and experience he brings as our Chief Executive Officer and his experience as an executive.

Class II Directors whose terms expire at the 2023 Annual Meeting:

	Annmarie Neal	Director Since: 2021 Age: 58 Committees: Comp, Nom & Gov Independent Director
Annmarie Neal has served as a member of our Board of Directors since January 2021. Dr. Neal is a Partner and Chief Talent Officer at H&F, where she has worked since 2015. Her primary responsibility is to help H&F drive value by improving the organizational and leadership effectiveness of the H&F’s portfolio companies. Dr. Neal has over 20 years of experience working with global organizations on executive leadership, talent management, and organizational development. Prior to joining H&F, Dr. Neal ran her own consulting firm and held the Chief Talent Officer roles at Cisco Systems from 2006 to 2012 and at First Data Corporation from 2000 to 2005. Additionally, she was a senior consultant with RHR International. Dr. Neal received a BA from Boston College, an MA in Counseling from Santa Clara University, a Graduate Certificate of Special Studies from Harvard University, and a Doctorate in Clinical Psychology with an Emphasis in Management Psychology from the California School of Professional Psychology Alameda/Berkeley.
We believe that Dr. Neal is qualified to serve as a director based on her experience as an executive and her deep knowledge and expertise in succession, compensation, organization effectiveness and HR Operations.

snapone.com

TABLE OF CONTENTS

	Adalio Sanchez	Director Since: 2021 Age: 62 Committees: Audit, Comp Independent Director
Adalio Sanchez has served as a member of our Board of Directors since June 2021. Mr. Sanchez has been President of S Group Advisory, LLC, a management consulting firm providing advisory services on business strategy, technology, and operational excellence, since 2015. Since 2015, he also has served on the board of directors of ACI Worldwide Inc., a software company serving the electronics payments market, since 2019 has served on the board of Avnet Inc., a global electronic components distribution and technology solutions company, and since 2021, has served on the board of directors of ASM International, a semiconductor wafer manufacturing process equipment company. He also serves on the board of trustees of the MITRE Corporation, a not-for-profit firm that manages federally funded research and development centers supporting several U.S. government agencies since November 2018. Mr. Sanchez previously served on the board of Quantum Corporation, a computer storage solutions company, from May 2017 to April 2019, and served as interim CEO for Quantum Corporation from November 2017 to January 2018. From 2014 to 2015, Mr. Sanchez served as Senior Vice President of the Lenovo Group Limited, an international technology company. Prior to that, he spent 32 years at IBM Corporation, a global technology and innovation company, where he served in various capacities including 16 years in senior executive and global general management roles. Mr. Sanchez received his BS from the University of Miami in electrical engineering and his M.B.A. from Florida International University.
We believe that Mr. Sanchez is qualified to serve as a director based on his perspective and experience as a director and his experience as an executive.

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

	Kenneth R. Wagers III	Director Since: 2020 Age: 50 Committees: Audit (Chair) Independent Director
Kenneth R. Wagers III has served as a member of our Board of Directors since August 2020. Mr. Wagers was appointed Chief Financial Officer of Flexport, a global logistics and freight forwarding business, in April 2021. Mr. Wagers has more than 25 years of experience in financial and accounting management, operations, and engineering. Prior to joining Flexport, Mr. Wagers served as Chief Financial Officer of FleetPride, a retailer of parts for heavy-duty trucks and trailers, from August 2019 to April 2021. Prior to joining FleetPride, Mr. Wagers served as Chief Operating Officer of XPO Logistics, a global provider of supply chain solutions, from April 2018 to March 2019. Prior to that, Mr. Wagers served as the Head of Finance for Worldwide Transportation and Logistics at Amazon.com from 2013 to April 2018 and as Chief Financial Officer of LinkAmerica, a private equity-owned logistics and transportation business, from 2012 to 2013. Mr. Wagers also held multiple senior level finance and accounting roles at Dr. Pepper Snapple Group and UPS after beginning his career in UPS’ operations and engineering department. Mr. Wagers received his BA in Finance and Accounting and then his MBA from Georgia State University.
We believe that Mr. Wagers is qualified to serve as a director based on his perspective and experience as a Chief Financial Officer and his experience as an executive.

snapone.com

TABLE OF CONTENTS

Class III directors whose terms expire at the 2024 Annual Meeting:

	Amy Steel Vanden-Eykel	Director Since: 2021 Age: 44 Committees: Nom & Gov Independent Director
Amy Steel Vanden-Eykel has served as a member of our Board of Directors since July 2021. Ms. Vanden-Eykel is the Chief Marketing Officer for Staples, Inc., which includes Staples.com and Staples Advantage, Staples’ B2B business. She has held this role since November of 2021 and is responsible for Brand & Creative Strategy, Customer Acquisition & Development, the Loyalty Program, and Marketing activation channels like Digital Media, Field Marketing, Email, and Direct Mail. Prior to her role as CMO, Amy was the Senior Vice President of Merchandising & Marketing for Staples, Inc. In addition, Amy spent almost a decade in positions of increasing seniority in Merchandising for Staples.com, StaplesAdvantage.com, and Staples’ Retail. Amy started her career with Staples 14 years ago in Corporate Strategy. Before joining Staples, Amy was a Vice President at the strategy consulting firm Kaiser Associates. She received her undergraduate degree from Bowdoin College, where she majored in Economics and Mathematics, and received her MBA, graduating with honors, from Harvard Business School.
We believe that Ms. Vanden-Eykel is qualified to serve as a director based on her perspective and experience as an executive and her deep knowledge and experience of marketing programs, operations and strategy.

				Jacob Best			Director Since: 2017 Age: 37 Committees: Comp (Chair), Audit Independent Director
	Jacob Best has served as a member of our Board of Directors since August 2017. He has been a Director at H&F since 2016. Prior to joining H&F, Mr. Best worked as the Chief of Staff at Emdeon, a healthcare technology business, in 2013 and the Head of Medical Networks at Grand Rounds, a provider of tech-enabled interaction platforms to doctors and patients, from 2014 to 2016. From 2009 to 2012, Mr. Best was an Associate at H&F and previously worked at Bain & Company in New York. Mr. Best currently serves as a director of Medline, a manufacturer and distributor of medical surgical equipment. He was formerly a director of Associated Materials, a manufacturer and distributor of external building materials, from 2016 to 2020, a director of Goodman Global, a manufacturer and distributor of HVAC equipment, in 2012 and a director of Ellucian, a provider of software to higher education institutions, in 2012. Mr. Best received a BA in Human Biology from the University of Virginia and an MBA from the Stanford Graduate School of Business where he was an Arjay Miller Scholar. We believe that Mr. Best is qualified to serve as a director based on his experience as an executive and investor, and knowledge of the industry in which we operate.

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

Controlled Company

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.

Nomination Rights

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.

Removal of Directors; Vacancies

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

snapone.com

TABLE OF CONTENTS

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.”

Board Independence

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.

Leadership Structure

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

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

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.

Board Committees

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.

Name

Independent

Audit & Risk
Management

Compensation

Nominating and
Corporate Governance

Erik Ragatz (Chair)

●

Jacob Best

●

John Heyman

Annmarie Neal

●

Martin Plaehn

●

Adalio Sanchez

●

Amy Steel Vanden-Eykel

●

Kenneth R. Wagers III

●

● = Independent

M = Member

C = Chair

snapone.com

TABLE OF CONTENTS

Audit and Risk Management Committee		Meetings in 2021: 5
Kenneth R. Wagers III (Chair)	Jacob Best	Adalio Sanchez
Primary Responsibilities The purpose of the Audit and Risk Management Committee is to prepare the Audit and Risk Management Committee report required by the SEC to be included in our Proxy Statement and to assist our Board in overseeing and monitoring: (1) the quality and integrity of our financial statements, including oversight of our accounting and financial reporting processes, internal controls and financial statement audits; (2) our compliance with certain legal and regulatory requirements; (3) our independent registered public accounting firm’s qualifications, performance and independence; (4) our corporate compliance program, including our code of conduct and anti-corruption compliance policy and investigating possible violations thereunder; (5) our risk management policies and procedures; and (6) the performance of our internal audit function. The members of our current Audit and Risk Management Committee are Messrs. Best, Sanchez and Wagers (who serves as the Chair). Messrs. Sanchez and Wagers qualify as independent directors under the Nasdaq corporate governance standards and independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (“Exchange Act”). The Company is relying on a transition period permitted to newly public companies during the first year following their IPO by Rule 10A-3 to exempt it from having an Audit and Risk Management Committee made up entirely of directors who meet the enhanced independence requirements of Rule 10A-3. The Board expects Mr. Best to transition off the Audit and Risk Management Committee before the expiration of such transition period. The Company does not believe that reliance on this exemption has or would materially adversely affect the ability of the Audit and Risk Management Committee to act independently and to fulfill all of such Committee’s duties and obligations. Our Board has determined that Messrs. Wagers, Best and Sanchez each qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under Nasdaq rules.

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

Compensation Committee			Meetings in 2021: 2
Jacob Best (Chair)	Erik Ragatz	Annmarie Neal	Adalio Sanchez
Primary Responsibilities The purpose of the Compensation Committee is to assist our Board in discharging its responsibilities relating to: (1) preparing the Compensation Committee report required to be included in our Proxy Statement under SEC rules and regulations; (2) setting our compensation program and the compensation of our executive officers and directors; and (3) administering our incentive and equity-based compensation plans. The members of our current Compensation Committee are Dr. Neal, Mr. Ragatz, Mr. Sanchez and Mr. Best, who serves as the Chair. The Board has determined that each of Dr. Neal, Mr. Ragatz, Mr. Sanchez and Mr. Best meet the independence qualifications applicable to members of a compensation committee under the Nasdaq corporate governance standards. The Compensation Committee has the authority under its charter to engage outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee has engaged Korn Ferry to advise it with respect to fiscal year 2022. Our management engaged Korn Ferry to act as the Company’s outside compensation consultant during the fiscal year ended December 31, 2021 (“fiscal year 2021”) to advise on executive, employee and director compensation and broad-based plans that do not discriminate in scope, terms, or operation, in favor of our executive officers or directors, and that are available generally to all salaried employees. The Compensation Committee expects Korn Ferry to advise it with respect to similar subjects during the fiscal year ending December 30, 2022 (“fiscal year 2022”). Neither Korn Ferry nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. Our management evaluated whether any work provided by Korn Ferry raised any conflict of interest for services performed during 2021 and determined that it did not.

snapone.com

TABLE OF CONTENTS

Nominating and Corporate Governance Committee			Meetings in 2021: 2
Erik Ragatz (Chair)	Annmarie Neal	Martin Plaehn	Amy Steel Vanden-Eykel
Primary Responsibilities The purpose of our Nominating and Corporate Governance Committee is to assist our Board in discharging its responsibilities relating to: (1) identifying individuals qualified to become new Board members, consistent with criteria approved by the Board; (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for the next Annual Meeting; (3) identifying Board members qualified to fill vacancies on any Board committee and recommending that the Board appoint the identified member or members to the applicable committee; 4) reviewing and recommending to the Board corporate governance principles applicable to us; (5) overseeing the evaluation of the Board and management; and (6) handling such other matters that are specifically delegated to the committee by the Board from time to time. We have a Nominating and Corporate Governance Committee consisting of Dr. Neal, Mr. Plaehn, Ms. Vanden-Eykel and Mr. Ragatz, who serves as the Chair, all of whom qualify as independent directors under the Nasdaq corporate governance standards.

Board and Committee Meetings

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.

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

Board Diversity Matrix

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).

Total Number of Directors:	8
	Female	Male	Non-Binary	Did Not Disclose Gender
Gender Identity
Directors	2	6	—	—
Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

Stockholder Recommendations of Director Candidates

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 Committee Interlocks and Insider Participation

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.

snapone.com

TABLE OF CONTENTS

Policy Against Speculative Trading, Hedging and Pledging

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.

Environmental, Social and Governance Highlights

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.

Environmental

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:

•

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.

•

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.

•

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.

Social

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.

Snap One Holdings Corp. 2022 Proxy Statement

TABLE OF CONTENTS

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.

•

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.

•

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.

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.

Governance

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.

•

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.

•

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.

Code of Business Conduct and Ethics

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

snapone.com

TABLE OF CONTENTS

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 and Risk Oversight

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.

Non-Employee Director Compensation

Non-Employee Director Compensation Program

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:

Chairman

Other Members

Audit and Risk Management

SEC Form DEF 14A filed by Snap One Holdings Corp.