Not independent
Tenure on this board
2.7 yrs
5 nominees · 3 ballot items.
Re-election of five directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Re-election of five incumbent directors (Nicole Bonsignore, Thomas Gartland, Reed B. Rayman, Danielle Tiedt, and Sigal Zarmi) each for a one-year term expiring at the 2027 Annual Meeting.
Non-binding, advisory vote (say-on-pay) to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables, and related narrative).
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management is seeking this advisory approval to validate its pay structures and to demonstrate alignment between executive pay and shareholder interests; the Compensation Committee emphasizes pay-for-performance with a significant portion of NEO pay at-risk and equity awards that only provide value if shareholders benefit. Notable context includes the Company’s use in 2025 of a two-metric annual incentive (Revenue and Adjusted EPS), a transition to stock options for annual long-term awards to emphasize appreciation-driven alignment, the Compensation Committee’s use of an independent consultant (Pearl Meyer), and governance changes that increased committee independence. The filing discloses that the Compensation Committee initially calculated a weighted business performance of approximately 150% under the 2025 AIP but exercised downward discretion to set the final payout at 135%, indicating active oversight and calibration of payouts. The Board frames the program as necessary to attract, retain, and motivate leaders to execute the company’s technology-forward strategy (including ADT+ and recent M&A), while noting clawback policies, anti-hedging, ownership guidelines, and other governance protections. Because the vote is advisory and non-binding, a failure to receive majority support would not automatically change compensation arrangements but would require the Compensation Committee and Board to consider shareholder feedback and potentially adjust future programs. The Board recommends a FOR vote on the basis that the disclosed programs are market-informed, designed to align management and stockholder outcomes, and supervised by an independent Compensation Committee with external advice. Overall, the proposal represents a regular governance touchpoint to confirm stockholder support for the Company’s executive pay philosophy, structure, and 2025 compensation outcomes.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 16.85% | 133,333,333 | $876M |
| 2 | Apollo Management Holdings, L.P. | 12.89% | 102,000,366 | $670M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.78% | 45,767,952 | $301M |
| 4 | BlackRock, Inc. | 5.35% | 42,355,340 | $278M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.74% | 37,551,475 | $247M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 4.18% | 33,057,142 | $217M |
| 7 | LSV ASSET MANAGEMENT | 3.76% | 29,784,400 | $196M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 2.82% | 22,316,573 | $147M |
| 9 | STATE STREET CORP | 2.40% | 18,963,469 | $126M |
| 10 | ARIEL INVESTMENTS, LLC | 2.34% | 18,488,633 | $121M |
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