ADT : 2026 Proxy Statement and Notice of Annual Meeting
ADT
Published on 04/14/2026 at 05:08 pm EDT
Dear Fellow Stockholders,
On behalf of ADT's Board of Directors, I look forward to welcoming you to our 2026 Annual Meeting.
During 2025, we strengthened ADT's position as the most trusted brand in smart home security, and progressed our strategy to lead the next generation of smart home security. With a focus on residential customers and small businesses, we delivered strong financial performance while advancing the strategic priorities that are reshaping ADT into a technology-forward security and smart home platform, enabled by our commitment to personal service delivered by more than 12,000 professionals.
Our mission remains clear: to protect and connect what matters most while delivering trusted peace of mind. Our long-term strategy is anchored in three differentiators-unrivaled safety, a premium customer experience, and innovative offerings-supported by operational discipline and exceptional service.
As we look to 2026 and beyond, we are transforming the delivery of peace of mind to include always-on protection, real-time and split-second response, and personalized solutions that live and evolve with our customers. We are doing this by combining the strength of our national footprint and highly skilled workforce with intelligent and proprietary technologies. Our priorities during 2026 include continued ADT+ expansion, deployment of ambient sensing capabilities enabled by our recent acquisition of Origin AI, deeper investments in AI-enhanced service, and targeted sales and marketing initiatives to grow our core business, extend into adjacent markets, strengthen customer loyalty, and drive long-term efficiency.
Our Board of Directors continues to evolve in alignment with ADT's long-term priorities, bringing broad and diverse expertise in technology, operations, financial oversight, and customer-centric innovation. We remain committed to strong governance, transparency, and accountability. Our Board of Directors consists of eight independent directors and three Apollo designees, in addition to myself. We continue to enhance our governance practices, as evidenced by our 2025 initiatives to declassify the board of directors, establish a right for stockholders to call a special meeting, and reconstitute the Compensation, and Nominating and Corporate Governance Committees to be, along with the Audit Committee, composed entirely of independent directors.
We are committed to deliver superior results for all stakeholders, including our investors, employees, partners, customers, and the communities we serve. With our scale, platform, and customer trust, we are uniquely well positioned to deliver durable growth, expanding earnings, and strong free cash flow under our multi-year framework. I am deeply proud of our dedicated professionals who bring it to life every day. On behalf of our Board of Directors, thank you for your continued support.
Sincerely,
Jim DeVries
Table of Contents
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
1
2025 Advisory Vote on Executive Compensation
32
PROPOSAL 1 - ELECTION OF DIRECTORS
2
Elements of Executive Compensation
32
DIRECTOR SKILLS, BACKGROUND AND EXPERIENCE
3
Base Salary
34
Director Nominees for Re-Election
4
Annual Incentive Compensation
34
Continuing Directors
7
Non-GAAP Measures - Adjusted EPS
36
CORPORATE GOVERNANCE
12
Long-Term Equity Compensation
36
Board Declassification Timeline
12
2025 Long-Term Incentive Plan Equity Awards
36
Director Independence
12
Employment Arrangements
37
The Board of Directors' Role in Risk Oversight
13
Supplemental Savings and Retirement Plan
37
Management's Role in AI Governance
13
Executive Benefits and Limited Perquisites
37
Board of Directors Leadership Structure
14
Severance Benefits
38
Board of Directors Meetings and Committees
15
Other Compensation Policies and Practices
38
Audit Committee
16
Insider Trading Policy and Equity Transaction Pre-
38
Compensation Committee 17
Nominating and Corporate Governance Committee 18
Executive Committee 18
Compensation Committee Interlocks and Insider 18
Participation
Identifying and Evaluating Candidates for the Board of 19
Directors
Corporate Governance Guidelines and Code of Conduct 20
Approval
Anti-Hedging and Short Sale Policy 38
Anti-Pledging/Purchases of Company Securities on 39
Margin
Equity Grant Practices 39
Pay Recoupment (Clawback) Policy 39
Stock Ownership Guidelines 39
Tax and Accounting Considerations 40
Corporate Responsibility and Respect for Our Communities
20 REPORT OF THE COMPENSATION COMMITTEE 40
Executive Sessions of Non-Management Directors
Apollo Right to Nominate Certain Directors
20
20
Summary Compensation Table-All Other Compensation
42
Compensation Risk Assessment
21
Distributed Shares and Top-Up Options
42
Communications with the Board of Directors
21
Grants of Plan-Based Awards in Fiscal 2025 Table
43
Director Attendance at Annual Meeting
21
Employment Arrangements
44
EXECUTIVE OFFICERS
22
Outstanding Equity Awards at Fiscal 2025 Year-End
47
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS
25
Table
Stock Vested in Fiscal 2025 Table
48
2025 Highlights
26
Non-Qualified Deferred Compensation for Fiscal 2025
49
Chief Executive Officer - Performance Goals
27
Potential Payments upon Termination or Change in
50
Summary Compensation Table 41
Executive Compensation Philosophy 28
Control
Process for Determining Executive Officer Compensation
29 Severance Payments and Benefits under Employment 50 Arrangements with NEOs
Role of Compensation Committee and Board of 30
Directors
Independent Compensation Consultant 30
Role of External Market Data 30
Peer Group Development 31
Applicable Definitions 51
Equity Awards-Treatment upon Termination (Not in 52
Connection with a Change in Control)
Equity Awards-Treatment upon a Change in Control 53
or a Termination in Connection with a Change in Control
PAY RATIO DISCLOSURE 55
PAY VERSUS PERFORMANCE 55
Pay versus Performance Disclosure Table 55
COMPENSATION OF NON-EMPLOYEE DIRECTORS 60
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
61
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
71
Policies and Procedures for Related Person Transactions
61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
72
Limited Partnership Agreement of TopCo Parent
61
DELINQUENT SECTION 16(A) REPORTS
76
Apollo
62
STOCKHOLDER PROPOSALS
77
State Farm
63
SOME QUESTIONS YOU MAY HAVE REGARDING THIS
Google 64
Fleet Management Agreement - Wheels 65
Other Transactions 65
Stockholders Agreement 65
Registration Rights Agreement 66
Management Investor Rights Agreement 67
REPORT OF THE AUDIT COMMITTEE 68
AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES 69
PROPOSAL 2 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 70
PROXY STATEMENT 78
HOUSEHOLDING MATTERS 82
OTHER MATTERS 83
CAUTIONARY STATEMENT REGARDING FORWARD -LOOKING STATEMENTS 84
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Meeting Agenda
Election of directors
Advisory vote to approve the compensation Ratification of appointment of independent of our named executive officers registered public accounting firm
In addition, to transact such other business as may properly come before ADT Inc. (the "Company," "we," "our," "us," and "ADT") at its 2026 Annual Meeting of Stockholders, or any postponement or adjournment thereof (the "Annual Meeting").
When
Wednesday, May 27, 2026
8:30 a.m. EDT
Where
Virtual Meeting
Who Can Vote at the Annual Meeting
All stockholders of record at the close of business on March 30, 2026, the record date for this year's Annual Meeting, are entitled to attend and to vote on all items properly presented at the Annual Meeting. We refer to the holders of our common stock, par value
$0.01 per share (the "Common Stock") as our "Common Stockholders." We refer to the holders of our Class B Common Stock as our "Class B Common Stockholders". We refer to all of the holders of our Common Stock and Class B Common Stock together as "stockholders" in our proxy materials. Class B Common Stockholders are not entitled to vote on the election of directors, but are entitled to vote on other matters.
Date of Mailing
We are mailing a notice of the Annual Meeting (and, for those who request it, a paper copy of this proxy statement and the enclosed form of proxy) to our stockholders on or about April 14, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 27, 2026
The Notice of 2026 Annual Meeting (the "Notice"), Proxy Statement, and 2025 Annual Report and the means to vote by Internet are available at https://www.proxyvote.com.
Record Date
Close of business on March 30, 2026
How to Vote
If you are a stockholder on the record date, you may vote by following the instructions for voting in the Notice. If you receive paper copies of these proxy materials, you can vote by completing, signing and dating the proxy card you received from us and returning it in the enclosed envelope, or any of the means below.
You may also vote via the Internet by following the instructions for voting in the Notice. If you vote online, by phone or by mailing in a proxy card, you or your legally appointed proxy may still attend the Annual Meeting.
By Telephone
In the U.S. or Canada, you can vote your shares toll-free by calling 1-800-690-6903.
By Mail
You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.
By Internet
You can vote your shares online at https://www.proxyvote.com.
By Tablet or Smartphone
You can vote your shares with your tablet or smartphone by scanning the QR code.
We are pleased to announce that the Company will conduct its Annual Meeting on the indicated date and time by live audio webcast in lieu of an in-person meeting. The Company's Board of Directors (the "Board of Directors" or the "Board") believes this meeting format will enhance and facilitate attendance by providing convenient access for all of our stockholders. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting https://www.virtualshareholdermeeting.c om/ADT2026 and vote online in advance of the meeting by visiting https://www.proxyvote.com.
We have planned and designed the meeting to encourage stockholder participation, protect stockholder rights, and promote transparency.
Dated: April 14, 2026
By order of the Board of Directors
David W. Smail
Executive Vice President, Chief Legal Officer and Secretary
PROPOSAL 1
Election of Directors
The Board of Directors recommends that the Common Stockholders vote FOR the re-election of each of the directors up for re-election, as set forth in this proxy statement.
Under the Company's amended and restated bylaws (the "Bylaws") and amended and restated certificate of incorporation (the "A&R Certificate of Incorporation"), the Board of Directors can change the number of directors comprising the entire Board of Directors so long as the number is not more than 15. The Board of Directors currently consists of 12 directors. Directors of the Company hold office until the third succeeding annual meeting of stockholders following their current election and until the election and qualification of their successors. At the 2025 Annual Meeting, however, the Company's stockholders approved an amendment to our A&R Certificate of Incorporation to declassify our Board of Directors and, beginning at this Annual Meeting and continuing at the Company's future annual meetings, directors up for election will stand for election to serve one-year terms. Consequently, the full Board of Directors will stand for annual election starting in 2028.
All of the nominees are members of the current Board of Directors. If any nominee for election to the Board of Directors should be unable to accept their nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors, or the number of directors constituting the Board of Directors may be reduced in accordance with the Company's Bylaws and A&R Certificate of Incorporation.
Directors will be elected by the holders of a plurality of the voting power of the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote for the election of such directors. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will also have no effect on the election of those nominees. Under our A&R Certificate of Incorporation, Class B Common Stockholders are not entitled to vote for the election of directors.
Proposal 1 is for the re-election of each of Nicole Bonsignore, Thomas Gartland, Reed B. Rayman, Danielle Tiedt, and Sigal Zarmi to the Board of Directors, in each case, for a one-year term that will expire at the 2027 Annual Meeting of Stockholders and until each of their successors has been duly elected and qualified.
The Board of Directors recommends that the Common Stockholders vote FOR the re-election of each of the directors up for re-election, as set forth in this proxy statement.
Independence
Diversity
Tenure
4
8
5
7
4
8
Independent Non-Independent
Bonsignore DeVries Gartland Griffin Honig Houston
Rayman Smith Tiedt Winter Yoon
Zarmi
Skills and Qualifications
Executive Experience: Directors who have held leadership positions in public companies provide insight into the best practices and challenges of leading complex organizations.
• • • •
• • • • •
•
Public Company Board Experience: Directors with previous public company board experience help to enhance the Board's corporate governance practices.
• • • • • • • •
Human Capital Experience: Directors who have experience in human capital management assist in reviewing our efforts to recruit, retain and develop top talent.
• • • •
•
• • • • •
Sales / Marketing / Brand Management Experience: Directors with experience in sales, marketing and brand management provide insights into the Company's sales and marketing process and ways to increase the value of our brand in the marketplace.
• • • • • • • •
Technology / Cybersecurity Experience: Directors who have expertise in technology fields are particularly important given the Company's focus on technology innovation and data privacy.
• •
•
Finance & Accounting Experience: Directors with advanced understanding of finance and accounting provide meaningful oversight of the Company's financial reporting and control environment, and assessment of its financial performance and stockholder return.
AI & Data Privacy Experience: Directors with expertise in artificial intelligence ("AI") and data privacy provide valuable oversight as the Company navigates opportunities and risks associated with AI-enabled technologies, data governance, and a complex privacy and regulatory environment.
M&A / Corporate Strategy / Capital Allocation Experience: Directors who have expertise in M&A, corporate strategy, and capital allocation provide insight into assessing M&A opportunities for a strategic fit, strong value creation potential, clear execution capacity, and efficient use of capital as compared to alternatives.
• • • • • • • • • • •
• •
• • • • • • • • • • • •
Background
Director Since 2023 2018 2025 2018 2022 2024 2016 2022 2024 2018 2024 2021
Independent • • • • • • • •
Age 48 63 68 61 37 64 39 63 50 69 50 62
Gender F M M F M M M M F M F F
Race/ethnicity
African American •
Asian •
White/Caucasian • • • • • • • • • •
Committee Composition
Audit Committee • Chair • •
Nominating and Corporate Governance Committee • • Chair
Compensation Committee • Chair •
The Board of Directors recommends that the Common Stockholders vote
FOR the re-election of the director nominees listed below.
Director Nominees for Re-Election
The term of the following five current Class III directors will expire at the Annual Meeting. Mses. Bonsignore, Tiedt, Zarmi, and Messrs. Gartland and Rayman are the only nominees for election at the Annual Meeting for a term that will expire at the 2027 Annual Meeting of Stockholders and until each of their successors has been duly elected and qualified.
Nicole Bonsignore
Principal Occupation and Business Experience: Ms. Bonsignore is a board member designee of Apollo Global Management, Inc. (together with its subsidiaries and affiliates, "Apollo") and serves as a Partner at Apollo, where she has helped steward the organization's human capital efforts since 2011. Ms. Bonsignore currently leads Human Capital for Apollo's Equity Business, serves as Global Head of Talent Strategy, and is a member of Apollo's Human Capital Leadership Team. Previously, Ms. Bonsignore served as Vice President at Neuberger Berman, where she was responsible for the Recruiting and Training & Development team, and as the Head of Associate and Analyst Programs for the Investment Management Division at Lehman Brothers.
Education: Bachelor of Arts in Economics from Bucknell University
Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Bonsignore should serve as a director due to her deep expertise in human capital strategy, executive talent development, and organizational leadership at scale. Her experience overseeing talent, culture, and leadership development across a global private equity platform provides valuable insight into workforce strategy, succession planning, and incentive alignment, which are critical to supporting the Company's operational performance and long-term growth strategy.
Age: 48
Director Since: 2023
Age: 68 INDEPENDENT
Director Since: 2025
Committees
Audit
Thomas Gartland
Principal Occupation and Business Experience: Mr. Gartland has served as Chairman and CEO of Montway Auto Transport, a privately-held North American transport company, since 2023. From 2017 to 2023, Mr. Gartland served as executive chairman of SGL TransGroup, a privately-held global freight forwarder, and from 2011 to 2014, as President of North America for Avis Budget Group, a provider of vehicle rental services.
Other Public Company Directorships (Past 5 Years):
Xenia Hotels & Resorts, Inc. (2015 - present)
Company Description: self- advised and self-administered REIT that invests primarily in premium full-service, lifestyle and urban upscale hotels
Current Committees: Nominating and Corporate Governance (Chair); Compensation
ABM Industries, Inc. (2015 - present)
Company Description: leading provider of integrated facility services and solutions
Current Committees: Governance; Compensation
Education: Bachelor degree in Business Administration/Marketing from the University of St. Thomas in St. Paul, Minnesota
Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Gartland should serve as a director due to his rigorous oversight capabilities in operational logistics, capital allocation, and M&A execution. His proven track record of driving operational efficiency and cost discipline across highly distributed, capital-intensive service networks directly supports the Company's focus on optimizing its national footprint of smart home security professionals.
Age: 39
Director Since: 2016
Committees
Executive (Chair)
Reed B. Rayman
Principal Occupation and Business Experience: Mr. Rayman is a board member designee of Apollo and is a Partner in Apollo's Private Equity business. Mr. Rayman also serves as the deputy global head of Apollo's Hybrid business, the firm's solutions-oriented strategy that encompasses the Hybrid Value Funds, Opportunistic Credit vehicles, and Apollo Aligned Alternatives. Since joining Apollo in 2010, he has led numerous investments in the technology, media, and home services sectors. Mr. Rayman currently serves on the board of directors of Yahoo (Chair), Shutterfly, and Soho House. Prior to Apollo, Mr. Rayman was a member of the Principal Strategies group and the Industrials Investment Banking group at Goldman Sachs.
Education: AB in Economics (cum laude) from Harvard
Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Rayman should serve as a director due to his extensive experience in large scale capital deployment, strategic oversight, and value creation across technology enabled and consumer facing businesses. His deep expertise in complex financing structures, portfolio company governance, and operational transformation provides the Board with a sophisticated private equity perspective that directly supports the Company's long-term strategic and financial objectives.
Age: 50 INDEPENDENT
Director Since: 2024
Committees
Nominating and Corporate Governance
Danielle Tiedt
Principal Occupation and Business Experience: Ms. Tiedt is a seasoned technology executive with over 25 years of experience in building global products and brands and driving marketing innovation. Since joining Google in 2012 as the Chief Marketing Officer for YouTube, she has been instrumental in transforming the platform into a premier global entertainment and learning destination. Under her leadership, YouTube has expanded its operation to 76 countries and grown into a $60B business powered by both a growing subscription business and advertising. Ms. Tiedt oversees global marketing strategy and execution, product marketing, brand vision, growth marketing, and AI marketing transformation for the entire portfolio of products including core YouTube, YouTube Kids, YouTube Music, YouTube Premium, YouTube TV, NFL Sunday Ticket, and the growth of the creator economy. Prior to her tenure at Google, she spent 15 years in various leadership roles across product and marketing at Microsoft.
Education: Bachelor of Business Administration in Marketing and Management from the University of Wisconsin-Madison School of Business
Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Tiedt should serve as a director based on her specialized expertise in launching, scaling, and marketing large-scale, global subscription services (such as YouTube Premium). She provides the Board with highly relevant, modern oversight capabilities for expanding the Company's recurring revenue base and deploying AI-driven consumer engagement platforms in the smart home sector.
Age: 62 INDEPENDENT
Director Since: 2021
Committees
Audit
Sigal Zarmi
Principal Occupation and Business Experience: Ms. Zarmi has served as a Senior Advisor for the Boston Consulting Group, Inc., a global management consulting firm, since 2021. From 2018 to 2023, Ms. Zarmi served in various capacities, including as International CIO and Global Head of Transformation, at Morgan Stanley, a multinational investment bank and financial services company.
Other Public Company Directorships (Past 5 Years):
GoDaddy, Inc. (2023 - present)
Company Description: domain registrant
Current Committees: Audit and Risk
JFrog Ltd. (2025 - present)
Company Description: software company
Current Committees: Audit; Nominating and Corporate Governance; Cyber (subcommittee of Audit)
Hashicorp, Inc. (2021 - 2025)
Company Description: infrastructure software company; acquired by IBM in 2025
Committees: Audit; Nominating and Corporate Governance (Chair)
Education: Master of Business Administration (MBA) from Columbia University in New York City; Bachelor of Science in Engineering from the Technion-Israel Institute of Technology in Haifa, Israel
Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Zarmi should serve as a director to provide critical, highly specialized oversight in information technology, cybersecurity, data privacy, and AI. Her C-level technological expertise in securing massive, highly sensitive data ecosystems aids in shielding the Company against evolving cyber vulnerabilities and guides the ethical, secure deployment of our AI and machine learning initiatives.
Continuing Directors
The term of the following four current Class I directors will expire at the 2027 Annual Meeting of Stockholders.
James D. DeVries
Age: 63
Director Since: 2018
Chairman, President and Chief Executive Officer
Committees:
Executive
Principal Occupation and Business Experience: Mr. DeVries is Chairman of our Board of Directors, and our President and Chief Executive Officer ("CEO"). Mr. DeVries joined the Company in 2016 as Executive Vice President and Chief Operating Officer and was appointed as our President in September 2017, CEO in December 2018 and as our Chairman in 2023. Prior to joining ADT, Mr. DeVries spent nearly a decade at Allstate Insurance Company, serving as Executive Vice President of Operations as well as Executive Vice President and Chief Administrative Officer, with responsibility for real estate and administration, human resources, and procurement. Mr. DeVries has also held various executive and management roles at Principal Financial Group, Ameritech, Quaker Oats Company, and Andrew Corporation.
Other Company Directorships (Past 5 Years):
ABM Industries, Inc. (NYSE: ABM) (2022 - present)
Company Description: leading provider of integrated facility services and solutions
Current Committees: Compensation (Chair)
Amsted Industries Inc. (2016 - present)
Company Description: diversified global manufacturer of industrial components serving primarily the railroad, vehicular and construction and building markets
Current Committees / Other Positions: Lead Independent Director; Compensation
(Chair)
Education: Master of Business Administration (MBA) from the Kellogg School of Management at Northwestern University; Master's degree in Industrial Relations from Loyola University; and Bachelor's degree in Human Resources from Trinity International University
Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. DeVries should serve as a director due to his instrumental role in driving the Company's business transformation and his deep expertise in recurring revenue growth. His strategic execution of various partnerships, alongside the launch of the ADT+ platform, demonstrates a proven ability to deploy capital into high-yield technological ecosystems. Furthermore, his prior C-suite leadership in the insurance sector provides the Board with specialized knowledge in managing large-scale, consumer-facing property risk frameworks.
Age: 61 INDEPENDENT
Director Since: 2018
Committees
Compensation
Tracey R. Griffin
Principal Occupation and Business Experience: Ms. Griffin has served as Group Chief Financial Officer of Chalhoub Group, a privately held luxury goods retailer and distributor headquartered in Dubai, UAE and marketing in the Gulf Cooperation Council (GCC), Latin America, and France, since 2023. From 2019 to 2023, Ms. Griffin served as Chief Financial Officer and Chief Operating Officer of Framebridge, Inc., a U.S.-based online and retail custom framing brand, as Chief Financial Officer of Austin-based lifestyle retail brand Kendra Scott, from 2018 to 2019, and as Chief Financial Officer of PANDORA Americas, a global affordable jewelry brand, from February 2016 to September 2018 following her tenure as Chief Operating Officer from 2014 to 2016. In her roles at PANDORA, Ms. Griffin was responsible for implementing and overseeing strategic growth initiatives across the company, including its expansion into Latin America.
Education: Master of Business Administration (MBA) from the Stanford Graduate School of Business; Bachelor of Science in Finance from Georgetown University
Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Griffin should serve as a director due to her extensive financial and operational leadership within highly visible consumer brands. She provides specialized expertise in consumer marketing, retail/ digital transformations, and rigorous financial oversight, which is vital for managing the Company's consumer subscription models and optimizing direct-to-consumer acquisition costs.
Age: 37
Director Since: 2022
Benjamin Honig
Principal Occupation and Business Experience: Mr. Honig serves on the Board of Directors as a designee of Apollo. Since 2013, he has been employed by Temasek, a global investment company, where he focuses on investing in technology, healthcare, consumer, and services companies. In his role at Temasek, Mr. Honig currently serves as a member of the board of directors of Creative Artists Agency (CAA) Holdings, LLC, a talent agency, and Horizon Media Holdings, LLC, a media agency. He was also closely involved in investments made by Temasek including Virtu Financial, Inc., EMC Corp., VMware, Inc., Dell Technologies, Inc., Harry's, Inc., and National Veterinary Associates (NVA). From 2010 to 2013, Mr. Honig was employed by Credit Suisse as an investment banker in the Mergers & Acquisitions department.
Education: BA in Economics (magna cum laude) from Cornell University
Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Honig should serve as a director due to his hands-on investment experience, financial acumen, and active involvement in portfolio company oversight. His background in evaluating strategic alternatives, capital allocation decisions, and operational improvement initiatives provides the Board with practical insight into executing value creation strategies and navigating complex business and market environments.
Daniel Houston
Age: 64 INDEPENDENT
Director Since: 2024
Committees
Compensation (Chair)
Nominating and Corporate Governance
Principal Occupation and Business Experience: In September 2025, Mr. Houston retired as executive chair of Principal Financial Group® ("Principal®"), a Fortune 500 global financial services company. Throughout his 40 years with Principal®, Mr. Houston held numerous leadership roles, including as senior vice president in 2000, executive vice president in 2006, president of Retirement and Income Solutions in 2008, president and chief operating officer in 2014, chief executive officer in 2015, and chairman in 2016.
Other Public Company Directorships (Past 5 Years):
Arch Capital Group Ltd. (2024 - present)
Company Description: global leader in providing specialty insurance, reinsurance and mortgage insurance solutions
Current Committees: Compensation and Human Capital; Nominating and Governance
Principal Financial Group (2015 - 2025)
Company Description: global financial services company
Committees / Other Positions: Chairman of the Board
Education: Bachelor of Arts degree from Iowa State University; honorary doctorate from Iowa State's Ivy College of Business
Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Houston should serve as a director because of his large-scale enterprise risk and capital management expertise. Having overseen hundreds of billions in assets under management, he provides the Board with deep insight into institutional capital allocation, strategic growth initiatives, and human capital strategy, directly supporting the Company's focus on sustainable, longterm shareholder value creation.
The term of the following three current Class II directors will expire at the 2028 Annual Meeting of Stockholders.
Age: 63 INDEPENDENT
Director Since: 2022
Committees
Compensation
Paul J. Smith
Principal Occupation and Business Experience: Mr. Smith serves on the Board of Directors as a designee of State Farm pursuant to the State Farm Investor Rights Agreement. In April 2025, Mr. Smith retired as an Executive Vice President of State Farm Fire & Casualty Company ("State Farm"), a property and casualty insurance provider. Prior to his retirement, Mr. Smith also served as Chief Operating Officer of State Farm until January 2025, where he was responsible for the Property & Casualty and Life product lines and Enterprise Technology and also led enterprise transformation efforts work to position State Farm for future growth. Mr. Smith joined State Farm in 1988, working in a variety of finance and operational positions, including various senior management roles such as Chief Financial Officer, EVP, Property and Casualty and EVP, Technology and Innovation.
Education: Bachelor of Science in Accounting from the University of Wisconsin-Eau Claire; graduate of The General Managers Program at Harvard Business School
Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Smith should serve as a director because his extensive background managing large-scale, complex operations during his time as Chief Operating Officer at State Farm is crucial for overseeing the Company's strategic objectives. His operational mindset and executive leadership at State Farm directly link the Board to the strategic, technological, and financial capabilities required to successfully scale our smart home technology platforms.
Age: 69
LEAD INDEPENDENT DIRECTOR
Director Since: 2018
Committees
Audit (Chair)
Matthew E. Winter
Principal Occupation and Business Experience: In 2018, Mr. Winter retired as President of The Allstate Corporation, a leading insurance provider. Prior to his retirement, Mr. Winter served as the President, Allstate Personal Lines for The Allstate Corporation from 2013 to 2015. Mr. Winter joined The Allstate Corporation in 2009 as President and Chief Executive Officer of Allstate Financial.
Other Public Company Directorships (Past 5 Years):
The Hartford Insurance Group (2020 - present)
Company Description: investment and insurance company
Current Committees: Compensation (Chair); Finance, Investment & Risk Management
H&R Block Inc. (2017 - present)
Company Description: tax preparation company
Current Committees: Compensation (Chair); Audit
Education: Juris Doctor (JD) from the Albany Law School of Union University; Master of Laws (LLM) from the University of Virginia School of Law; Bachelor of Science from the University of Michigan
Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Winter should serve as a director because of his C-suite operational and risk management expertise. Having overseen substantial pools of consumer recurring revenue and national distribution networks at Allstate, he provides critical oversight regarding enterprise risk management, consumer service delivery at scale, and property casualty integrations-a core component of ADT's strategic partnership ecosystem.
Suzanne Yoon
Principal Occupation and Business Experience: Ms. Yoon has served as managing partner and Chair of the Investment and Management Committees of Kinzie Capital Partners, a Chicago-based private equity firm, since she founded the firm in 2017. Prior to founding Kinzie, Ms. Yoon held senior roles at Versa Capital Management, CIT Group and LaSalle Bank/ABN AMRO.
Education: Bachelor of Arts in Economics from the University of Iowa; Executive Scholar of Northwestern University's Kellogg School of Management
Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Yoon should serve as a director to provide strong experience in capital allocation, debt structuring, and strategic transactions. Additionally, her experience with integrating technology and data analytics to drive operational efficiency strongly positions her to oversee the Company's technology-driven cost optimization and strategic M&A initiatives.
Age: 50 INDEPENDENT
Director Since: 2024
Committees
Audit
Nominating and Corporate Governance (Chair)
Board Declassification Timeline
Following stockholder approval at our 2025 Annual Meeting, the Company has actively begun declassifying our Board of Directors. This transition reflects our ongoing commitment to robust corporate governance and accountability to our stockholders. The declassification is occurring in phases to ensure a smooth transition:
2026 Annual Meeting: Class III directors (currently up for election) are standing for one-year terms.
2027 Annual Meeting: Class I directors (whose terms expire in 2027) and Class III directors will stand for one-year terms.
2028 Annual Meeting and Beyond: The declassification will be fully implemented, and the entire Board of Directors will stand for annual election.
Director Independence
Our Common Stock is listed on the New York Stock Exchange (the "NYSE"). Following the end of our "controlled company" status under NYSE rules in March 2024, the Board proactively accelerated its transition to an independent governance structure. Today, our Board of Directors is composed of approximately 67% independent directors. Furthermore, we are fully compliant with all NYSE corporate governance standards, and each of our Audit Committee of the Board of Directors (the "Audit Committee"), Compensation Committee of the Board of Directors (the "Compensation Committee"), and Nominating and Corporate Governance Committee of the Board of Directors (the "Nominating and Corporate Governance Committee") is composed entirely of independent directors.
No director qualifies as independent unless the Board of Directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). The Board of Directors broadly considers all relevant facts and circumstances relative to independence and considers the issue not merely from the standpoint of the director, but also from the viewpoint of persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships (among others). In accordance with NYSE listing standards, the Board of Directors considers the following categorial standards of director independence, according to which independent directors:
Are not, nor have been within the last three years, an employee of the listed company; nor is an immediate family member of such director currently, nor has been within the last three years, an executive officer, of the listed company;
Have not received, nor has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
(a) Are not a current partner or employee of a firm that is the listed company's internal or external auditor; (b) does not have an immediate family member who is a current partner of such a firm; (c) does not have an immediate family member who is a current employee of such a firm and personally works on the listed company's audit; or (d) were not, and do not have an immediate family member who was, within the last three years, a partner or employee of such a firm and personally worked on the listed company's audit within that time;
Are not, and do not have an immediate family member who is, or have been within the last three years, employed as an executive officer of another company where any of the listed company's present executive officers at the same time serves or served on that company's compensation committee;
Are not a current employee, or an immediate family member is not a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in
any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues; and
Do not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any subsidiary thereof.
The Board of Directors has determined that Mr. Gartland, Ms. Griffin, Mr. Houston, Mr. Smith, Ms. Tiedt, Mr. Winter, Ms. Yoon and Ms. Zarmi are our independent directors, as such term is defined by the applicable rules and regulations of the NYSE, and that Mr. Gartland, Ms. Griffin, Mr. Houston, Mr. Smith, Ms. Tiedt, Mr. Winter, Ms. Yoon and Ms. Zarmi are also independent as defined by the applicable rules and regulations of the Securities and Exchange Commission (the "SEC") and the NYSE for service on the various committees of the Board on which they currently serve. In considering Mr. Smith's independence, the Nominating and Corporate Governance Committee and the Board of Directors considered Mr. Smith's prior role at State Farm as well as the relationship between the Company and State Farm.
The Board of Directors' Role in Risk Oversight
The Board of Directors is responsible for providing oversight for the Company's Risk Management programs. As part of its oversight function, the Board regularly reviews the Company's credit and liquidity positions, as well as its operations, and the risks associated with each. The Board of Directors also recognizes the strategic importance, operational benefits, and potential risks associated with the deployment of AI and machine learning technologies. While the full Board retains general oversight of the Company's strategic technological initiatives, it has delegated primary responsibility for AI risk oversight to the Audit Committee. The Audit Committee takes an active role in oversight of ADT's Enterprise Risk Management ("ERM") program, which includes the continuous evaluation of emerging technologies and evolving cybersecurity threats. The Audit Committee leverages the highly specialized expertise of its members, including Ms. Zarmi's extensive C-level background in securing large-scale, sensitive data ecosystems and her service on the cyber subcommittees of other public companies, to rigorously evaluate management's cybersecurity and data privacy protocols. The Board's evaluation of the Company's ERM practices is an ongoing process, with a comprehensive review conducted on an annual basis, including a separate annual meeting of the Audit Committee to review and discuss management's AI initiatives, related governance structures, and the intersection of AI with data privacy and cybersecurity, followed by quarterly updates as necessary or appropriate. Management has developed a comprehensive ERM program based on the 2017 COSO ERM Framework. As part of this framework, management solicits the views and expertise of senior executives from across the Company, conducts external research on industry and general trends, and utilizes third-party risk consulting services. The Company's Vice President of Risk, Governance, and Internal Audit provides a comprehensive review of ADT's ERM program, including a review of the Company's Risk Register, Risk Appetite Statement, and the Company's plans to mitigate its top risks to the Audit Committee on an annual basis. The Chair of the Audit Committee is responsible for providing updates to the Board of Directors, including with regard to the Company's Risk Register, and for requesting full Board approval of the Company's Risk Appetite Statement.
The Compensation Committee is responsible for overseeing the management of risks relating to employee compensation plans and arrangements, and the Audit Committee is responsible for overseeing the management of financial risks, which also more broadly encompasses enterprise risk management, including compliance, cybersecurity, privacy and related risks. While each committee is responsible for evaluating certain risks, and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. The Company also has a designated Chief Compliance Officer who reports to the Executive Vice President, Chief Legal Officer and Secretary of the Company. The Chief Compliance Officer provides quarterly reports to the Audit Committee.
Management's Role in AI Governance
Under the Audit Committee's oversight, management is responsible for the safe, day-to-day deployment of AI technologies. To manage these risks, the Company has established an AI program, which includes an internal AI governance committee and formalized acceptable use standards.
Key elements of our internal AI governance program include:
the implementation of an AI Applications Use Policy to establish rules and guidelines to govern the use of AI;
a focus on leveraging AI and machine learning tools safely while protecting company and customer information;
a requirement for team members to complete an AI training course that outlines the benefits and risks of using AI tools;
a strict prohibition against entering confidential information into publicly available AI tools;
a centralized review process requiring advance written approval from the appropriate supervisor and the Company's Innovation Office for any AI use outside of pre-approved activities; and
a requirement for team members to conduct periodic audits to ensure AI-generated output is accurate, fair, without bias, and does not violate Company policies.
The Board's Leadership Structure
Our Board of Directors does not currently have a policy as to whether the roles of Chair of our Board of Directors and of the CEO should be separate. Our Board of Directors believes that the Company and its stockholders are best served by maintaining flexibility to determine whether the Chair and CEO positions should be separated or combined at a given point in time in order to provide appropriate leadership for the Company at that time. Currently, our President and CEO, Mr. DeVries, also serves as the Chair of our Board of Directors, a position which Mr. DeVries has held since September 2023. The Board of Directors has determined in its judgment that the Company benefits from having a combined Chair and CEO role at this time. Our Board believes that Mr. DeVries' leadership and commitment to advancing our mission is important to achieving our strategic objectives. The Board believes that the Company and our stockholders benefit from Mr. DeVries' deep understanding of our business and culture, as well as his in-depth knowledge of the issues, opportunities and challenges facing the Company and its business.
To balance Mr. DeVries' combined Chair/CEO role, the Board has a strong Lead Independent Director with a clearly defined role and robust set of responsibilities to further promote effective corporate governance. Our Lead Independent Director is appointed by our non-management directors and Mr. Winter currently serves in this role. We believe Mr. Winter's strong leadership background in the insurance industry and his deep experience as a public company board member makes him a strong Lead Independent Director. Mr. Winter collaborates with Mr. DeVries in setting meeting agendas, and either may call special meetings of the Board of Directors. As Chair, Mr. DeVries presides over meetings of the Board of Directors. As our Lead Independent Director, Mr. Winter provides independent oversight and works to facilitate effective communication among Mr. DeVries and our independent directors, as well as among non-management directors. As more fully described in our Board Governance Principles, the Lead Independent Director role also includes the following authority and responsibilities, among others:
Preside at all meetings of the Board at which the Board Chair is not present;
Have the authority to call, and lead, non-management and/or independent director sessions;
Have the authority to call special meetings of the Board;
Solicit the non-management directors for advice on agenda items for meetings of the Board and executive sessions to help facilitate Board focus on key issues and topics of interest to the Board;
Communicate with major stockholders of the Company, as appropriate, if requested by such stockholders; and
Consult with the chair of the Compensation Committee on the annual evaluation of the performance of the CEO.
The Company understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company's size, industry, operations, history and culture. Accordingly, our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders. As part of this ongoing assessment of the Company's leadership structure, the Company's Board Governance Principles task the full Board of Directors with the responsibility to periodically consider and evaluate a CEO and executive officer succession plan, including an interim CEO succession plan in the event of an unexpected occurrence (the "Succession Plan"), and to review and update the Succession Plan from time to time.
We believe that our current Board of Directors leadership structure is appropriate and serves the interests of the Company and its stockholders based on the Company's specific facts and circumstances at this time. In reaching this conclusion, we considered, among other things, the composition and diverse skill-set of the Board of Directors, the tenure of the directors with the Company and their overall experience in the business and working with the Chairman, President and CEO, the executive management group, and the ability of the Board, as currently constituted and managed, to ask challenging questions and further develop the Company's strategic vision. We also considered the Company's risk oversight policies and practices to promote more focused and sustained attention to critical areas. These policies and procedures permit and encourage each member to take an active role in all discussions, while also being designed to ensure that different committees develop specific subject matter risk expertise and have focused oversight responsibilities and the ability to act quickly if necessary in their corresponding areas. This structure of developing focused expertise that feeds up to an informed and engaged full Board is reflected in the Company's disclosure controls and procedures as well, particularly, although not exclusively, with regard to the Company's disclosures around risks, trends and uncertainties. Specific disclosures are produced or reviewed and updated by subject matter experts at the Company before being considered by our internal legal and SEC reporting teams, with those inputs then being communicated to our management disclosure committee. Each of our Board committees is authorized by its charter to consult at its discretion with any experts or advisors that it feels would be helpful, and similarly our disclosure committee led by the Company's Vice President, Chief Accounting Officer and Controller, may consult with internal or external advisors as it deems appropriate in seeking to ensure that our senior management, including our CEO and our Chief Financial Officer, receive the information they need to make timely decisions about the Company's required disclosures. To facilitate the receipt of full information and robust communication, our Audit Committee, which is chaired by our Lead Independent Director, receives regular reports about the Company's disclosures from our Chief Financial Officer and from our Chief Accounting Officer.
We will continue to review the appropriateness of these Board and risk oversight systems and structures. If we determine that we should change our leadership structure, we will provide prompt notice to our stockholders, as required under the circumstances.
Board of Directors Meetings and Committees
In fiscal 2025, the Board of Directors held five meetings. During fiscal 2025, each incumbent director attended at least 75% of the meetings of the Board of Directors, and of the committees on which he or she served, held during the time period such director was a member of the Board of Directors.
The Board of Directors has three main committees(1):
Audit;
Compensation; and
Nominating and Corporate Governance.
Each of these committees operates under written charters which are available at the Company's website at https:// investor.adt.com/governance by opening the "Governance" tab, clicking on "Governance Documents," and clicking on the name of the respective committee charter. Committee charters are also available in print upon the written request of any stockholder. The current committee membership of our Board of Directors is as follows:
The Company also has an Executive Committee that is currently inactive.
Name
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
Thomas Gartland
Tracey R. Griffin
Paul J. Smith
Matthew E. Winter (Lead Independent Director)
Sigal Zarmi
Suzanne Yoon
Danielle Tiedt
Daniel Houston
Audit Committee
In fiscal 2025, the Audit Committee held nine meetings. During 2025, until February, our Audit Committee consisted of Mr. Winter (Chair), Ms. Yoon, and Ms. Zarmi. Since February 2025, our Audit Committee consists of Mr. Winter (Chair), Mr. Gartland, and Mses. Yoon and Zarmi. Our Board of Directors has determined that each of Messrs. Winter and Gartland and Mses. Yoon and Zarmi qualify as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K and that each of Messrs. Winter and Gartland and Mses. Yoon and Zarmi are independent within the meaning of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and under the NYSE listing standards. The principal duties and responsibilities of our Audit Committee include the following:
To oversee and monitor our accounting, tax, treasury, financial reporting, external reporting, and asset-safeguarding policies and processes;
To oversee and monitor the integrity of our financial statements and internal controls;
To oversee and monitor the independence, qualifications, performance, and compensation of our independent auditor;
To oversee and monitor the performance of our internal audit function;
To discuss, oversee, and monitor policies with respect to risk assessment and risk management;
To discuss with management our information technology, AI, and cybersecurity risks and concerns on a quarterly basis, and more frequently if and as needed, and to oversee the Company's cybersecurity program and initiatives;
To oversee and monitor our compliance with legal and regulatory requirements and the implementation and effectiveness of our compliance and ethics programs;
To review and evaluate any actual or potential conflict of interest regarding a related person transaction;
To oversee, monitor and engage with management regarding our sustainability strategy, policies and public disclosures;
To conduct investigations the Audit Committee deems appropriate;
To prepare the annual Audit Committee report to be included in our annual proxy statement; and
To provide regular reports to the Board of Directors.
The Audit Committee has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.
Compensation Committee
In fiscal 2025, the Compensation Committee held four meetings. During 2025, until February, our Compensation Committee consisted of Mr. Rayman (Chair), Mr. Houston and Ms. Griffin. Since February 2025, our Compensation Committee has consisted of Mr. Houston (Chair), Ms. Griffin, and Mr. Smith, and now must, consistent with its charter, be composed entirely of independent directors. The principal duties and responsibilities of the Compensation Committee include the following:
Determining the Company's compensation strategy, philosophy, policies and programs, which are periodically reviewed by the Committee to ensure they advance stockholder interests and the Company's overall business strategy, while attracting, retaining and motivating senior management and other key employees;
Review, at least annually, the material risks associated with the Company's executive compensation structure, policies and programs to determine whether such structure, policies and programs encourage excessive risk-taking and to evaluate adjustments that could mitigate any such risk;
Review and approve, at least annually, the goals and objectives relevant to the compensation of the Company's executive officers (other than the CEO), evaluate each such individual's performance in light of those goals and objectives, and determine and approve each such individual's compensation based on such evaluation;
Review, at least annually, the goals and objectives relevant to the compensation of the Company's CEO, evaluate the CEO's performance in light of those goals and objectives, and determine and recommend that the Board of Directors approve the CEO's compensation based on such evaluation;
Review and approve the Company's incentive compensation, equity-based plans and pension plans;
Review the Company's responses to stockholder proposals, if any, relating to compensation matters; and
Prepare an annual Compensation Committee report and take such other actions as are necessary and consistent with respect to the Company's public disclosures, governing law and the Company's organizational documents.
Nominating and Corporate Governance Committee
In fiscal 2025, our Nominating and Corporate Governance Committee held two meetings. During 2025, until February, our Nominating and Corporate Governance Committee consisted of Messrs. Rayman (Chair) and Houston, and Ms. Tiedt. Since February 2025, our Nominating and Corporate Governance Committee has consisted of Ms. Yoon (Chair), Mr. Houston, and Ms. Tiedt, and now must, consistent with its charter, be composed entirely of independent directors. The principal duties and responsibilities of the Nominating and Corporate Governance Committee include the following:
To identify individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board;
To recommend to the Board for approval director nominees, consistent with the criteria approved by the Board, and recommend to the Board the director nominees for the next annual meeting of stockholders or to fill vacancies on the Board;
To develop and periodically assess the Company's policies and procedures with respect to the consideration of director nominees submitted by stockholders of the Company and review the qualifications of such candidates pursuant to these policies and procedures, and to evaluate such candidates in the same manner as other candidates identified to the Nominating and Corporate Governance Committee;
To develop and recommend to the Board for approval the criteria for Board membership;
To review stockholder proposals affecting corporate governance and to make recommendations to the Board accordingly;
To develop and recommend to the Board for approval corporate governance guidelines applicable to the Company; and
To oversee the evaluation of the Board, its committees, and management.
Executive Committee
During 2025, until May, our Executive Committee (the "Executive Committee") consisted of Messrs. Rayman (Chair), Coleman and DeVries. Since May 2025, our Executive Committee consists of Messrs. Rayman (Chair) and DeVries. Under our governing documents, the Executive Committee is generally authorized to exercise the powers of the Board of Directors between meetings, subject to certain statutory and corporate limitations. However, in 2025, the Board of Directors amended its overarching Delegation of Authority to ensure that material strategic and financial decisions are reserved for the full Board or its independent standing committees. As a result of these updated governance practices, the Executive Committee is currently inactive and did not meet during fiscal 2025.
Compensation Committee Interlocks and Insider Participation
Members of the Compensation Committee during 2025 included Mr. Rayman (Chair) until February 2025, Mr. Houston, Ms. Griffin, and Mr. Smith, who joined the Compensation Committee in February 2025. Since February 2025, our Compensation Committee consists of Mr. Houston (Chair), Ms. Griffin, and Mr. Smith. None of the members of the Compensation Committee in 2025 or to date in 2026 were, at any time during 2025 or at any other time, an officer or employee of the Company.
During 2025, none of our executive officers served as a member of the board of directors, or as a member of the compensation committee or similar committee, of another entity that has one or more executive officers who served on our Board of Directors or Compensation Committee at the same time.
Except as described in the section entitled "Certain Relationships and Related Person Transactions" below, none of the members of the Compensation Committee had or has any relationships with us that are required to be disclosed under Item 404 of Regulation S-K.
Identifying and Evaluating Candidates for the Board of Directors
In considering possible candidates to serve on the Board of Directors, the Nominating and Corporate Governance Committee will take into account all appropriate qualifications, qualities and skills in the context of the current make-up of the Board of Directors and will consider the entirety of each candidate's credentials, including, among other things, their individual background, experience and knowledge. In addition, the Nominating and Corporate Governance Committee will evaluate each nominee according to the following criteria:
Nominees should have a reputation for integrity, honesty and adherence to high ethical standards;
Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company;
Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees;
Nominees should have the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public and to act in the interests of all stockholders;
Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee's ability to represent the interests of all the Company's stockholders and to fulfill the responsibilities of a director; and
Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, gender identity, sexual orientation, age, disability, veteran status, political affiliation or any other basis proscribed by law. The value of diversity on the Board, as broadly understood in the Board's determination and consistent with the best interests of the Company's stockholders, should be considered.
The Company has in place Board Governance Principles which are considered when reviewing and evaluating candidates for the Board of Directors. The Nominating and Corporate Governance Committee reviews these Board Governance Principles annually.
In addition, our Board Governance Principles address over-boarding and in order to provide sufficient time for informed participation in their Board responsibilities, any non-management directors who are employed as the CEO or executive officer of a publicly traded company are required to limit their external directorships of other public companies to one; non-management directors who are not fully employed are required to limit their external directorships of other public companies to three; and our CEO is required to limit his service on other public company boards to no more than two. The Nominating and Corporate Governance Committee is notified of the intention of directors and the CEO to serve on another for-profit public or private company board of directors, and the Nominating and Corporate Governance Committee reviews the possibility for conflicts of interest or time constraints and may object to such placement in which event the full Board shall determine the disposition of the matter.
Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee. To have a candidate considered by the Nominating and Corporate Governance Committee, our Bylaws require a stockholder to submit the recommendation in writing and must include the following information:
The name and address of the stockholder, as they appear on the Company's books and records, and evidence of the stockholder's ownership of Company stock, including the class or series and number of shares owned and the length of time of ownership;
A description of all arrangements or understandings between the stockholder and each candidate pursuant to which the nomination is being made;
The name of the candidate, the candidate's resume or a listing of his or her qualifications to be a director of the Company and the person's consent to be named as a director if nominated by the Board of Directors; and
Such other materials or information regarding each proposed candidate required under the Bylaws of the Company and as would be required to be included in a proxy statement under the rules of the SEC if such candidate had been nominated by the Board of Directors.
Each such recommendation must be sent to the Secretary of the Company at ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431 and must be received within the time indicated below under "When are stockholder proposals due for consideration at next year's annual meeting?" The Nominating and Corporate Governance Committee will evaluate stockholder-recommended director candidates in the same manner as it evaluates director candidates identified by other means.
Corporate Governance Guidelines and Code of Conduct
Our Board of Directors has adopted a code of business conduct and ethics (the "Code of Conduct") that applies to all of our directors, officers, and employees, and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a "code of ethics" as defined by the rules of the SEC. The Code of Conduct contains general guidelines for conducting our business consistent with the highest standards of business ethics. The Company also maintains an ethics hotline as set forth in our Code of Conduct so that any suspected violation of our Code of Conduct can be reported confidentially, without fear of reprisal. We intend to disclose future amendments to certain provisions of our Code of Conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our directors, on our website at https://investor.adt.com. The Code of Conduct is made available on our website.
We have Board Governance Principles that address significant issues of corporate governance and set forth procedures by which our managers and Board of Directors carry out their respective responsibilities. The principles are available for viewing on our website at https://investor.adt.com/governance. We will also provide the Board Governance Principles, free of charge, to stockholders who request them. Such requests should be directed to our Secretary at ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431.
Corporate Responsibility and Respect for Our Communities
We recognize the importance of corporate responsibility and community engagement with a focus toward sustainable initiatives that serve a corporate purpose and are aligned to our long-term strategy.
We track our sustainability initiatives in internal annual and periodic reporting. Since 2021, we have published a report to our website to provide an annual update to our stakeholders on progress made towards our commitment to sustainability. We have continued to include disclosure of our corporate responsibility initiatives in our 2025 Annual Report on Form 10-K, and we plan to publish our 2025 Corporate Impact Report to our website, which will include as an appendix our 2025 Sustainability Accounting Standards Board Index Report. These reports can be found on our investor relations website at https://investor.adt.com/sustainability.
Executive Sessions of Non-Management Directors
The non-management directors of the Company meet in executive sessions without management on a regular basis. Under the Company's Board Governance Principles, the Lead Independent Director has authority to call and lead non-management director sessions.
Apollo Right to Nominate Certain Directors
Although funds affiliated with or managed by Apollo no longer beneficially own a majority of our outstanding common stock, Apollo has, pursuant to its stockholders agreement with us and based on its current ownership, the right to nominate 20% of the directors on our Board, as long as it beneficially owns at least 5% of our Common Stock. See "Certain Relationships and Related Person Transactions - Stockholders Agreement."
Compensation Risk Assessment
We believe that the performance goals and incentive plan structures generally established under the Company's executive, annual and long-term incentive programs would not contribute to excessive risk-taking by our senior executives or employees. The approved goals under our incentive programs are consistent with our financial operating plans and strategies, and these programs are discussed and reviewed by the Compensation Committee. The Company's compensation systems are balanced, rewarding both short-term and long-term performance, and its performance goals are team-oriented, with an individual component, and include measurable factors and objective criteria. The Compensation Committee is actively engaged in setting compensation programs, policies, and practices, monitoring those programs, policies, and practices during the year and using discretion in making adjustments to such programs, policies, and practices, as necessary to reflect the actual performance of the Company. As a result of the procedures and practices described above, the Compensation Committee believes that the Company's compensation programs, policies and practices for its employees do not encourage risk-taking that is reasonably likely to have a material adverse effect on the Company. This conclusion is based on a risk assessment that was performed by management in conjunction with Pearl Meyer & Partners, LLC ("Pearl Meyer"), the Company's independent compensation consultant, and presented to and reviewed with the Compensation Committee at its October 2025 meeting.
Communications with the Board of Directors
Stockholders and other interested parties desiring to communicate directly to the full Board of Directors, a Committee of the Board, the Lead Independent Director, independent directors as a group, or an individual director, may do so in writing addressed to the attention of the intended recipient(s), c/o Secretary, ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431. Interested parties may communicate anonymously and/or confidentially if they desire. The Board will periodically review all pertinent stockholder communications. Additionally, the Corporate Law Department may forward certain communications only to the Lead Independent Director, the Chair of the relevant Committee or the individual Board member to whom a communication is directed. All pertinent communications received that relate to the Company's accounting, internal accounting controls or auditing matters will be referred to the Chair of the Audit Committee unless the communication is otherwise addressed. Other communications received will be forwarded as appropriate to the relevant director or directors. Those items that are unrelated to the duties and responsibilities of the Board or its Committees may not be provided to the Board by the Corporate Law Department, including, without limitation, business solicitations, advertisements and surveys; requests for donations and sponsorships; job referral materials such as resumes; product-related communications; unsolicited ideas and business proposals; and material that is determined to be illegal or otherwise inappropriate.
Director Attendance at Annual Meeting
The Company encourages all of our directors to attend each Annual Meeting of Stockholders. Ten of our directors attended the 2025 Annual Meeting of Stockholders.
The names of the current executive officers of the Company (and their respective ages as of the date of this proxy statement) are set forth below. Each of our executive officers is re-appointed annually by our Board of Directors.
Name
Age
Position
James D. DeVries
63
Chairman of the Board, President and Chief Executive Officer
Jeffrey A. Likosar
55
President, Corporate Development and Transformation, and Chief Financial Officer
Fawad Ahmad
50
Executive Vice President and Chief Operating and Customer Officer
Todd Dernberger
47
Executive Vice President and Chief Growth Officer
Omar Khan
51
Executive Vice President and Chief Business Officer
Kimberly Miller
52
Executive Vice President and Chief Marketing and Communications Officer
David Scott
52
Executive Vice President and Chief People and Administration Officer
David W. Smail
60
Executive Vice President, Chief Legal Officer and Secretary
James D. DeVries. For the biography of James D. DeVries, please see the section above titled "Continuing Directors."
Jeffrey A. Likosar
Jeffrey A. Likosar has served as our President, Corporate Development and Transformation, since August 2022. In April 2024, Mr. Likosar was named our Chief Financial Officer, returning to a position in which he served from February 2017 to August 2022, and had held on an interim basis since December 2023. Prior to that, and from April 2021, Mr. Likosar was our Chief Financial Officer and President, Corporate Development. From March 2018 to April 2021, Mr. Likosar was our Executive Vice President, Chief Financial Officer and Treasurer, and from February 2017 to March 2018, Mr. Likosar was our Executive Vice President and Chief Financial Officer. In addition to currently leading our finance organization, Mr. Likosar is also responsible for corporate development activities including strategic planning, M&A, and transformation execution. Before joining ADT, Mr. Likosar served as CFO at Gardner Denver, a leading global provider of high quality industrial equipment, technologies and services to a broad and diverse customer base through a family of highly recognized brands. Prior to that, Mr. Likosar served in various executive finance roles at Dell Technologies, a leading global technology equipment and services company, and at General Electric, where he held executive finance and operational roles across the Appliances, Plastics, and Aviation Divisions. Mr. Likosar received a BS in Business Administration, with Honors from the University of North Carolina at Chapel Hill's Kenan-Flagler Business School.
Fawad Ahmad
Fawad Ahmad has served as our Executive Vice President and Chief Operating and Customer Officer since April 2025. Mr. Ahmad is responsible for leading the Company's operations organization including field technicians, remote service and call center teams, IT, and procurement. He brings more than 20 years of experience in building global products and leading digital transformations. Prior to joining ADT, from June 2024 until April 2025, Mr. Ahmad served as Chief Strategy & Transformation Officer at State Farm Mutual Automobile Insurance Company ("State Farm Auto"), the largest provider of auto and home insurance in the United States, and held various senior leadership roles at State Farm Auto since he joined in 2016, including as Vice President of Digital from January 2016 to August 2017, Senior Vice President - Digital and Customer Experience from August 2017 to October 2019, and Chief Digital Officer from October 2019 until June 2024. State Farm Auto's wholly owned subsidiary, State Farm Fire & Casualty Company, is an affiliate of the Company and currently owns approximately 16.7% of the Company's outstanding Common Stock and Class B Common Stock, in the aggregate. Before joining State Farm Auto, Mr. Ahmad held leadership roles at Staples Inc., an industry leader in workspace products, including General Manager of Global Omnichannel Product and Strategy, and served as General Manager of the North America Core Shipping Platform at eBay Inc., a global commerce leader, where he was responsible for leading the function's strategy, operations, and strategic partnerships. Mr. Ahmad also currently serves on the board of directors of Radian Group, a provider of financial guaranty insurance, including as a member of Radian's Governance and Risk Committees. Mr. Ahmad received a BS in Marketing from Southeastern University in Karachi, Pakistan and a JD from Thomas Jefferson School of Law.
Todd Dernberger
Todd Dernberger has served as our Executive Vice President and Chief Growth Officer since February 2025. From April 2024 to February 2025, Mr. Dernberger served as our Senior Vice President and Chief Growth Officer. Prior to his current role, Mr. Dernberger served as our Senior Vice President of Field and Virtual Operations from January 2022 to April 2024 and Vice President of Operations from April 2018 to January 2022. With almost 20 years of experience at ADT, starting in 2007 as a Residential Sales Representative and assuming roles of increasing responsibility since then, Mr. Dernberger is recognized as a leader who builds culture within our sales teams and accelerates growth.
Omar Khan
Omar Khan has served as our Executive Vice President and Chief Business Officer since joining ADT in March 2025 and is responsible for leading our product, engineering, innovation, business development and strategic partnership teams. Prior to joining ADT, Mr. Khan served as Chief Operating Officer for HealthyMD, a healthcare company, from May 2023 to March 2025, and as a Senior Advisor for Boston Consulting Group. Previously, Mr. Khan served as Chief Operating Officer for American Health Associates, a healthcare company, from May 2021 to May 2023, and as Chief Executive Officer for Transformco, a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences for customers, from May 2020 to May 2021. Mr. Khan received an SB in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology (MIT) and a Master's in Electrical Engineering from MIT.
Kimberly Miller
Kimberly (Kim) Miller has served as our Executive Vice President and Chief Marketing and Communications Officer since January 2026. Ms. Miller is responsible for the Company's go-to-market and customer acquisition strategies and corporate communications functions. Prior to joining ADT, Ms. Miller has served in various senior leadership roles since 2016, including as the Chief Growth and Marketing Officer at Aescape Inc., an innovative wellness and AI robotics company, Global Chief Marketing Officer at Native Instruments, a music software company, Global Chief Marketing Officer at The Economist Group, a media company and publisher of the Economist newspaper, Chief Marketing Officer for the Flatiron School, an educational institution focused on software, data, and design, and Chief Marketing Officer at Consumer Reports, a nonprofit media company. Ms. Miller received a BS in marketing/marketing management from Binghamton University and an MBA from Columbia University. Ms. Miller currently serves as an Advisory Board Member for Sandy Hook Promise, a national non-profit organization dedicated to preventing gun violence and promoting school safety.
David Scott
David Scott has served as our Executive Vice President, Chief People and Administration Officer since September 2023. Mr. Scott is responsible for our human resources, real estate, security and environmental, health and safety functions. Prior to joining ADT, Mr. Scott served as the Executive Vice President, Chief Human Resources Officer at DISH Network from February 2018 to July 2023, where he led an HR transformation and oversaw real estate, construction, travel, security and corporate dining. Mr. Scott began his career at Walmart, where he served for 20 years in various HR leadership roles, eventually serving as Senior Vice President of Talent and Organizational Effectiveness before his departure. Mr. Scott received a BS in business from the University of Florida. Mr. Scott currently serves as an Advisory Board member of HermanScience and Airvet.
David W. Smail
David W. Smail has served as our Executive Vice President, Chief Legal Officer and Secretary since February 2019 and has more than 30 years of legal experience in the U.S. and internationally, including 10 years of law firm corporate and securities transactional practice, and more than 20 years in public company general counsel roles. From August 2015 to September 2018, Mr. Smail served as Executive Vice President & Chief Legal Officer for Scientific Games Corporation, a leading developer and provider of technology-based products, systems, platforms and services for the global gaming and lottery industries. Previously, Mr. Smail held the role of Executive Vice President & General Counsel at Morgans Hotel Group, an international hospitality company, and served as Executive Vice President and Group General Counsel of global advertising and communications services group Havas S.A. Mr. Smail also was a partner in the international law firm Hogan Lovells (previously Hogan & Hartson). Mr. Smail received a JD cum laude from Harvard Law School and a BA summa cum laude in Biology and French from Macalester College.
Disclaimer
ADT Inc. published this content on April 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 14, 2026 at 21:07 UTC.