DEF 14A

DEF 14A 1 d329556ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934


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ADT INC.

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LOGO

LETTER FROM THE CHAIRMAN OF THE BOARD

LOGO

Dear Fellow Stockholders,

On behalf of ADT’s Board of Directors, I look forward to welcoming you to our 2022 annual meeting.

Over the last several years, ADT has undergone a significant transformation as it creates safe, smart and sustainable solutions centered around the security and smart home ecosystem. Working closely with management, the Board continued to exercise its role in overseeing execution and refinement of the company’s strategy. In nearly every Board meeting, we discuss the company’s long-term strategy and progress against strategic objectives, allowing us to debate assumptions and offer additional perspectives.

Our foundation of good governance practices has served us well and will continue to do so into the future. The combination of the depth of leadership experience among Board members and specific expertise in innovation, technology, consumer brand management, finance and M&A has been crucial to our collective oversight of the management team.

We continue to evaluate our own performance and composition regularly, remaining mindful of the need for the Board to possess a wide range of skills, qualifications, experiences and backgrounds. Across these aspects and others, we look to enhance diversity in the boardroom and we were pleased to welcome Sigal Zarmi, an expert in technology and innovation, to the Board as an independent director in 2021, and Benjamin Honig, a representative of Temasek, in 2022. We will also have two members departing our Board. On behalf of my fellow directors, the Company and ADT stockholders, I’d like to thank Andrew Africk and David Ryan for their service and contributions over the past several years.

As we look forward to 2022, the Board welcomes your engagement. We encourage you to share suggestions and concerns with us. In particular, we encourage you to review this proxy statement and vote in the upcoming meeting.

As always, we deeply appreciate your support of this iconic company.

Sincerely,

LOGO

Marc Becker

LETTER FROM THE PRESIDENT AND

CHIEF EXECUTIVE OFFICER

LOGO

Dear Fellow Stockholders,

It’s an extraordinary time for all of us at ADT. Our work over the past several years has transformed and reshaped our Company, while creating a diversified, scaled business. We’re now well positioned to accelerate our growth and transition into a new chapter.

During much of ADT’s 147 year history, we were focused solely on personal home security. But as today’s consumers continue to expand their definition of safety – ADT is changing with them. Accordingly, our mission has evolved beyond the traditional definition of security to a mission of Safe, Smart, and Sustainable.

Safe: We protect what matters most

Smart: We deliver customer-focused products, technologies, and services

Sustainable: We make life better for the customers and communities we serve

As we look to 2022 and beyond, our top objective is to delight and protect our customers through our offerings in smart home and residential security, commercial security, and residential solar. We remain obsessively focused on customer satisfaction to drive strong brand loyalty and increased customer retention. To do this, we will leverage our strategic differentiators – our innovative offerings, unrivaled safety, and premium customer experience – to drive growth in the business. Our growth will be augmented by benefits from our transformational Google partnership, the rebound in our Commercial segment performance, and our entry into the fast-growing residential solar business with our acquisition of Sunpro Solar, now rebranded as ADT Solar. By empowering customers to protect and connect what matters most, we can inspire them to choose ADT and stay with ADT which we believe will drive long-term stockholder value.

We also know that adopting strong Environmental, Social and Governance (“ESG”) practices is good for our business and a reflection on our trusted brand. Our mission delivers superior results for all stakeholders – our stockholders, our employees and the customers and communities we serve. We’re committed to living our values and integrating ESG into our business operations. And while we’re still early in this journey, we’re committed to transparent communication of our progress.

We’re excited for our future. We have a refreshed mission, a clear strategy and growth plan, and the best team in the industry to execute on it. Our goal is to be for our investors as we are for our customers – safe, smart, and sustainable.

Sincerely,

LOGO

Jim DeVries

CONTENTS

Table of Contents


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1

PROPOSAL 1 — ELECTION OF DIRECTORS			2

DIRECTOR SKILLS AND EXPERIENCE			3

Class II Directors			4

Class III Directors			5

Class I Directors			7

CORPORATE GOVERNANCE			9

Controlled Company			9

Director Independence			9

Board of Directors Leadership Structure and Board’s Role in Risk Oversight			10

Board of Directors Meetings and Committees			10

Audit Committee			11

Executive Committee			12

Compensation Committee			13

Nominating and Corporate Governance Committee			13

Compensation Committee Interlocks and Insider Participation			14

Identifying and Evaluating Candidates for the Board of Directors			14

Corporate Governance Guidelines			15

Environmental, Social and Governance Initiatives			16

Executive Sessions of Non-Management Directors			16

Apollo Approval of Certain Matters and Rights to Nominate Certain Directors			16

Compensation Risk Assessment			16

Communications with the Board of Directors			17

Director Attendance at Annual Meeting			17

EXECUTIVE OFFICERS			18

EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS			21

2021 Highlights			22

Chief Executive Officer – Performance Goals			22

Executive Compensation Philosophy			23

Process for Determining Executive Officer Compensation (Including NEOs)			24

Role of Compensation Committee and Board of Directors			24

Role of Management			24

Role of Independent Compensation Consultant			25

Role of External Market Data			25

Peer Group Development			25

2021 Advisory Vote on Executive Compensation			26

Elements of Executive Compensation			26

Other Elements of Compensation			27

Base Salary			28

Annual Incentive Compensation			28

Non-GAAP Measures – Adjusted EBITDA			29

Long-Term Equity Compensation			30

2021 Long-Term Incentive Plan Equity Awards			30


Employment Arrangements			31

Supplemental Savings and Retirement Plan			31

Executive Benefits and Limited Perquisites			31

Severance Benefits			32

Other Compensation Policies and Practices			32

Insider Trading Policy and Equity Transaction Pre-Approval			32

Anti-Hedging and Short Sale Policy			32

Anti-Pledging/Purchases of Company Securities on Margin			33

Equity Grant Practices			33

Pay Recoupment (Clawback) Policy			33

Stock Ownership Guidelines			33

Tax and Accounting Considerations			33

REPORT OF THE COMPENSATION COMMITTEE			34

Summary Compensation Table			35

Summary Compensation Table—All Other Compensation			36

Grants of Plan-Based Awards in Fiscal 2021 Table			37

Employment Arrangements			37

Distributed Shares and Top-Up Options			40

Outstanding Equity Awards at Fiscal 2021 Year-End Table			41

Stock Vested in Fiscal 2021 Table			43

Non-Qualified Deferred Compensation for Fiscal 2021			43

Potential Payments upon Termination or Change in Control			44

Severance Payments and Benefits under Employment Arrangements with NEOs			44

Applicable Definitions			46

Equity Awards—Treatment upon Termination (Not in Connection with a Change in Control)			47

Equity Awards—Treatment upon a Change in Control or a Termination in Connection with a Change in Control			47

PAY RATIO DISCLOSURE			50

COMPENSATION OF NON-EMPLOYEE DIRECTORS			50

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			52

Policies and Procedures for Related Person Transactions			52

Limited Partnership Agreement of Prime TopCo LP			52

Apollo			53

Sunpro Solar			53

Google			54

Rackspace			54

Other Transactions			54

Stockholders Agreement			55

Registration Rights Agreement			55

Management Investor Rights Agreement			56

REPORT OF THE AUDIT COMMITTEE			57

AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES			58



		2022 PROXY STATEMENT

TABLE OF CONTENTS


PROPOSAL 2 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			59

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			60

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			61

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			64

STOCKHOLDER PROPOSALS			65

SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT			66

HOUSEHOLDING MATTERS			70

OTHER MATTERS			71

CAUTIONARY STATEMENT REGARDING FORWARD- LOOKING STATEMENTS			72

APPENDIX A			73



		2022 PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Date:		Wednesday, May 25, 2022
Time:		8:30 a.m. EDT
Place:		Virtual Meeting
Record Date:		Close of Business, March 30, 2022

Meeting Agenda

•

To elect Matthew Nord, Eric Press and Matthew Winter to the Board of Directors of the Company (the “Board of Directors”) as Class II directors, in each case, for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2025;

•

To conduct an advisory vote to approve the compensation of the Company’s named executive officers (“NEOs”);

•

To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

•

To transact such other business as may properly come before the Annual Meeting of Stockholders, or any postponement or adjournment thereof.

Holders of the Company’s common stock, par value $0.01 per share (“Common Stock”), of record at the close of business on March 30, 2022 are entitled to notice of, and to vote on all matters presented at, the Annual Meeting of Stockholders or any postponements or adjournments thereof.

Holders of the Company’s Class B common stock, par value $0.01 per share (“Class B Common Stock”), of record at the close of business on March 30, 2022 are entitled to notice of, and to vote on all matters presented at, the Annual Meeting of Stockholders or any postponements or adjournments thereof, except for the election of directors.

In our proxy materials, we refer to our holders of Common Stock as our “Common Stockholders”; we refer to our holders of Class B Common Stock as our “Class B Common Stockholders”; we refer to Common Stock and Class B Common Stock together as “common stock”; and we refer to all of our holders of common stock as “stockholders.”

We will furnish proxy materials to all of our stockholders via the Internet in order to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting of Stockholders.

Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of lnternet Availability of Proxy Materials (the “Notice”), which provides instructions on how to access the attached proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2021 via the Internet and how to vote online. The Notice also contains instructions on how to obtain the proxy materials in printed form.

We are pleased to announce that the Company will conduct its Annual Meeting on the above date and time by live audio webcast in lieu of an in-person meeting. Your Board believes this meeting format will enhance and facilitate attendance by providing convenient access for all of our stockholders. In addition, this meeting format will help eliminate public health concerns around the COVID-19 pandemic and the significant costs associated with holding an in-person meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ADT2022. We have planned and designed the meeting to encourage stockholder participation, protect stockholder rights, and promote transparency.

Dated: April 12, 2022

By order of the Board of Directors

LOGO

David Smail

Executive Vice President, Chief Legal Officer and Secretary



		2022 PROXY STATEMENT		1

PROPOSAL 1 — ELECTION OF DIRECTORS

PROPOSAL 1 — ELECTION OF DIRECTORS

Directors hold office until the third succeeding annual meeting of stockholders following their election and until the election and qualification of their successors. Under the Company’s amended and restated bylaws and amended and restated 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. In April 2022, Mr. Andrew Africk, currently a Class II director, notified the Company that he will be retiring from the Board of Directors immediately after the Annual Meeting.

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 certificate of incorporation.

Directors will be elected by the holders of a plurality of the voting power of our Common Stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote. Abstentions and broker non-votes will not be counted for purposes of the election of directors. Under our amended and restated certificate of incorporation, holders of Class B Common Stock are not entitled to vote for the election of directors.



2		2022 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

DIRECTOR SKILLS AND EXPERIENCE

LOGO

The Board is comprised of directors with broad and varied experience and expertise who are committed to representing the long-term interests of stockholders. The following summarizes the key skills and experiences represented on our Board:

LOGO

Mr. Africk has not been included in the above charts in light of his advising the Company that he will be retiring from the Board immediately after the Annual Meeting.



		The Board of Directors recommends that the Common Stockholders vote FOR the election of the nominees for Class II directors listed below.



		2022 PROXY STATEMENT		3

PROPOSAL 1 — ELECTION OF DIRECTORS

Class II Directors

The term of the following three Class II directors will expire at the Annual Meeting. Messrs. Nord, Press and Winter are the only nominees for election at the Annual Meeting for a term that will expire at the 2025 Annual Meeting of Stockholders and until each of their successors has been duly elected and qualified. Andrew Africk, who currently serves as a Class II director, advised the Company in April 2022 that he will be retiring from the Board immediately after the Annual Meeting.

Matthew H. Nord

LOGO

Age: 42

Director Since: 2016

Matthew H. Nord is a member of our Board of Directors and a designee of funds managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries and affiliates, “Apollo” or the “Sponsor”). Mr. Nord is a Partner and Co-Head of Private Equity at Apollo Global Management, where he oversees the firm’s private equity strategy and has led numerous investments across technology, healthcare and business services. Mr. Nord currently serves on the board of directors of TD Synnex, a leading IT distributor and solutions aggregator for the IT ecosystem, Intrado Corporation, a telecommunications company, Lifepoint Health, an operator of health systems in non-urban markets in the U.S., and ScionHealth, an acute and post-acute hospital based healthcare provider. Mr. Nord previously served on the boards of directors of Tech Data Corporation, an information technology distribution company, Exela Technologies, Inc. f/k/a Novitex Holdings, Inc., a provider of comprehensive on-site outsourcing services, and Presidio, Inc., an IT solutions provider. Prior to joining Apollo in 2003, Matt was a member of the Investment Banking division of Salomon Smith Barney Inc. Mr. Nord graduated summa cum laude from the University of Pennsylvania’s Wharton School of Business with a BS in Economics. He also serves on the Montefiore Health System Board of Trustees, the Board of Advisors of the University of Pennsylvania’s Stuart Weitzman School of Design and the Rock and Roll Hall of Fame Foundation.

Eric L. Press

LOGO

Age: 56

Director Since: 2016

Committees

• Nominating and
Corporate Governance

Eric L. Press is a member of our Board of Directors and a designee of Apollo. Mr. Press is a Partner at Apollo, having joined in 1998. In his time with Apollo, he has been involved in many of the firm’s investments in basic industrials, metals, lodging/gaming/leisure and financial services. Prior to joining Apollo, Mr. Press worked at the law firm of Wachtell, Lipton, Rosen & Katz, specializing in mergers, acquisitions, restructurings and related financing transactions. Prior thereto, Mr. Press was a consultant with The Boston Consulting Group, a management consulting firm focused on corporate strategy. Mr. Press serves on the boards of directors of Knight Health Holdings, LLC d/b/a ScionHealth, an acute and post-acute hospital based healthcare provider, Lottomatica S.p.A. (f/k/a Gamenet Group S.p.A.), an integrated gaming operator based in Italy, Apollo Commercial Real Estate Finance, Inc., a public real estate investment trust, and DSB Parent L.P. (parent of LifePoint Health Inc., an operator of health systems in non-urban markets in the U.S.). He previously served on the boards of directors of Eagle LM5 Holdings Inc., a holding company associated with a former investment in Constellis, a global provider of risk management, security, training, and global support services, Caesars Entertainment Corporation, a casino-entertainment company, Princimar Chemical Holdings, LLC, a holding company for an investment in a shipping company that operated in the chemical shipping sector, and PlayAGS, Inc., a designer, manufacturer, and distributor of slot machines. He graduated magna cum laude from Harvard College with an AB in economics and Yale Law School, where he was a Senior Editor of the Yale Law Journal.



4		2022 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

Matthew E. Winter

LOGO

Age: 65

Director Since: 2018

INDEPENDENT

Committees

• Audit (Chairman)

Matthew E. Winter is a member of our Board of Directors. Mr. Winter was the President of The Allstate Corporation from January 2015 to February 2018, and prior to that, served as the President, Allstate Personal Lines for The Allstate Corporation from January 2013 to January 2015. Mr. Winter joined The Allstate Corporation in 2009 as President and Chief Executive Officer of Allstate Financial. Mr. Winter also serves on the board of directors and the Audit and Compensation Committees of H&R Block Inc., a tax preparation company, and on the board of directors and Compensation Committee and Finance, Investment & Risk Management Committee of the Hartford Financial Services Group, an investment and insurance company. Mr. Winter holds a Bachelor of Science degree from the University of Michigan, a Juris Doctor degree from the Albany Law School of Union University, and a Master of Laws degree from the University of Virginia School of Law.

Class III Directors

The term of the following four Class III directors will expire at the 2023 Annual Meeting of Stockholders.

Marc. E. Becker

LOGO

Age: 49

Director Since: 2016

Committees

• Compensation
(Chairman)

• Executive (Chairman)

• Nominating and
Corporate Governance
(Chair)

Marc E. Becker is the chairman of our Board of Directors and a designee of Apollo. Mr. Becker joined Apollo in 1996 and is a Partner based in New York. Prior to joining Apollo in 1996, Mr. Becker was employed by Smith Barney Inc. within its Investment Banking division. Mr. Becker is on the Boards of Reno de Medici S.p.A, a leading producer of recycled carton board based in Italy, and SHC Services, Inc. (d/b/a Supplemental Health Care), a leading health care staffing provider. Mr. Becker is actively involved in a number of non-profit organizations and serves as a board member of the TEAK Fellowship, a New York City based non-profit, and Park Avenue Synagogue. Previously, Mr. Becker has also served on the boards of directors of OneMain Holdings Inc., a consumer lending company, Sun Country Airlines Holdings, Inc., a U.S. airline, CEVA Holdings LLC, a supply chain management company, Pinnacle Agriculture Holdings, LLC, a holding company for an agricultural input distribution business investment, Realogy Holdings Corp., a provider of residential real estate services in the U.S., Mount Sinai Children’s Center Foundation, which provides philanthropic support for Mount Sinai and Mount Sinai Kravis Children’s Hospital, and Vantium Management L.P., a management entity for an investment in a company that acquired and serviced non-conforming residential loans. Mr. Becker graduated cum laude with a BS in Economics from the University of Pennsylvania’s Wharton School of Business.



		2022 PROXY STATEMENT		5

PROPOSAL 1 — ELECTION OF DIRECTORS

Stephanie Drescher

LOGO

Age: 49

Director Since: 2017

Stephanie Drescher is a member of our Board of Directors and a designee of Apollo. Ms. Drescher is a Partner and Chief Client and Product Development Officer at Apollo, having joined in 2004, and is a member of the firm’s Management Committee. Prior to joining Apollo, Ms. Drescher was employed by JP Morgan for ten years, primarily in its Alternative Investment group. Ms. Drescher has served on the boards of directors of the JP Morgan Venture Capital Funds I and II, JP Morgan Corporate Finance Funds I and II, JP Morgan Private Investments Inc., and Allied Waste, which owned and operated solid waste collection businesses, recycling facilities, and landfills in the United States. Ms. Drescher is currently a Board Observer for iCapital, a global financial technology platform for alternative investments, and is on the boards of directors of The Student Leadership Network. Ms. Drescher graduated summa cum laude, Phi Beta Kappa from Barnard College of Columbia University and earned her MBA from Columbia Business School.

Reed B. Rayman

LOGO

Age: 35

Director Since: 2016

Committees

• Compensation

• Executive

Reed B. Rayman is a member of our Board of Directors and a designee of Apollo. Mr. Rayman is a Partner at Apollo, a leading global alternative investment manager, where he has worked since 2010. Mr. Rayman previously was employed by Goldman, Sachs & Co. in both its Industrials Investment Banking and Principal Strategies groups from 2008 to 2010. Mr. Rayman serves on the boards of directors of Yahoo!, a web services provider, Careerbuilder, an employment website, Shutterfly, an e-commerce platform and manufacturer of personalized photo based products, Coinstar, a fully automated network of self-service coin-counting and bitcoin ATM machines, EcoATM, which operates used mobile phone trade-in kiosks and an on-line trade-in site, and Redbox Entertainment Inc., an operator of digital streaming services. He previously served on the board of directors of Mood Media, a television production company. Mr. Rayman is actively involved with the TEAK Fellowship, having served as a mentor and on the Young Professionals Board; he also serves on the Private Equity Executive Council of the UJA Federation of New York. Mr. Rayman holds a B.A. in Economics from Harvard University.



6		2022 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

Sigal Zarmi

LOGO

Age: 58

Director Since: 2021

INDEPENDENT

Committees

• Audit

Sigal Zarmi is a member of our Board of Directors. Ms. Zarmi has over 30 years of experience in large scale digital transformation, technology operations, strategic planning, leadership and talent development. She is currently a Senior Advisor at Morgan Stanley, a multinational investment bank and financial services company, and at Boston Consulting Group, Inc., a global management consulting firm. Prior to her current position at Morgan Stanley, she served as its International CIO and Global Head of Transformation. Prior to Morgan Stanley, Ms. Zarmi was Vice Chairman - Global and US CIO of PwC. Before that, she was the CIO of GE Capital Americas, where she spent 18 years in various executive technology and operations leadership positions. Ms. Zarmi is on the board of directors at Hashicorp, Inc., an infrastructure software company, and DataRobot, Inc., a data science and AI cloud company. Ms. Zarmi was inducted into The CIO Hall of Fame in 2021 for her contributions and honored by Pace University with the Seidenberg Innovation Award for her leadership in digital transformation and contributions to advancing diversity in STEM. Under her leadership Morgan Stanley was named to Fast Company Best Workplaces for Innovators three years in a row. Ms. Zarmi holds an MBA from Columbia University in New York City and a B.S. in Engineering from the Technion—Israel Institute of Technology in Haifa, Israel.

Class I Directors

The term of the following four Class I directors will expire at the 2024 Annual Meeting of Stockholders.

James D. DeVries

LOGO

Age: 59

Director Since: 2018

President and Chief Executive Officer

Committees:

• Executive

• Nominating and Corporate Governance

James D. DeVries is a member of our Board of Directors, and our President and Chief Executive Officer. Mr. DeVries was appointed as our President in September 2017 and as our Chief Executive Officer in December 2018. From May 2, 2016 to September 2017, Mr. DeVries served as our Executive Vice President and Chief Operating Officer. From December 2014 to May 2016, Mr. DeVries served as Executive Vice President of Brand Operations at Allstate Insurance Company, the second largest personal lines insurer in the United States. During his tenure at Allstate, Mr. DeVries led the operations organization, comprising approximately 7,000 employees in the United States, Northern Ireland and India, and was responsible for, among other things, customer care centers, outbound and inbound phone sales, procurement, technical support, life underwriting and claims, real estate, administration, and fleet management. From March 2008 to December 2014, Mr. DeVries served as Executive Vice President and Chief Administrative Officer of Allstate, where he was accountable for, among other things, real estate and administration, human resources, and procurement. Prior to joining Allstate in 2008, Mr. DeVries served in various executive and management roles at Principal Financial Group, Ameritech, Quaker Oats Company, and Andrew Corporation. Mr. DeVries is a board member of Amsted Industries Inc., a diversified global manufacturer of industrial components serving primarily the railroad, vehicular, and construction and building markets, and a past board member of the Human Resources Management Association of Chicago, the Chicago Public Library Foundation, and the Boys & Girls Clubs of Central Iowa. Mr. DeVries received a bachelor’s degree from Trinity College, which is now known as Trinity International University, a master’s degree from Loyola University, and an MBA from the Kellogg School of Management at Northwestern University.



		2022 PROXY STATEMENT		7

PROPOSAL 1 — ELECTION OF DIRECTORS

Tracey R. Griffin

LOGO

Age: 57

Director Since: 2018

INDEPENDENT

Committees

• Audit

• Compensation⁽¹⁾

Tracey R. Griffin is a member of our Board of Directors. Ms. Griffin currently serves as the Chief Financial Officer and Chief Operating Officer of Framebridge, Inc., an online and retail custom framing brand. Prior to her position at Framebridge, Ms. Griffin served as Chief Financial Officer of Austin-based lifestyle retail brand Kendra Scott, from September 2018 to November 2019. Prior to that, Ms. Griffin served 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 October 2014 to February 2016. In these roles at PANDORA, Ms. Griffin was responsible for implementing and overseeing strategic growth initiatives across the company, including its expansion into Latin America. Prior to that, she served as a Senior Partner at McKinsey & Company, a global management consulting firm, where she focused on retail and consumer goods clients. Ms. Griffin currently serves on the board of directors of The Children’s Place, a specialty, mall-based retailer, where she also sits on the Human Capital & Compensation Committee. In addition, Ms. Griffin sits on the non-profit organization Partnership for a Healthier America, where she is the Chairman of the Finance and Audit Committee, and has previously served on the Board and Strategy Committee of the United Negro College Fund (UNCF). Ms. Griffin received her BS in Finance from Georgetown University and an MBA from the Stanford Graduate School of Business.

(1)	Ms. Griffin will join the Compensation Committee effective upon completion of the Annual Meeting.

Benjamin Honig

LOGO

Age: 33

Director Since: 2022

Benjamin Honig is a member of our Board of Directors and a board designee of certain investors (the “Co-Investors”) in our indirect parent entities other than Apollo, and was designated by an affiliate of Temasek International (USA) LLC (“Temasek”). Mr. Honig has worked at Temasek, a global investment company, since 2013, investing in technology, media, healthcare and business services companies. In his role at Temasek, Mr. Honig currently serves as a member of the board of directors of Horizon Media Holdings, LLC, a media agency, and as a board observer of Creative Artists Agency (CAA) Holdings, LLC, a talent agency. He was also closely involved in investments made by Temasek including Virtu Financial, Inc., EMC Corp., VMware, Inc., Dell Technologies, Inc., and Harry’s, Inc. From 2010 to 2013, Mr. Honig was employed by Credit Suisse as an investment banker in the Mergers and Acquisitions department. Mr. Honig received his B.A. in Economics from Cornell University.

Lee J. Solomon

LOGO

Age: 50

Director Since: 2016

Lee J. Solomon is a member of our Board of Directors and a designee of Apollo. He is a Partner at Apollo Private Equity having joined in 2009. Previously, Mr. Solomon was an executive in the media industry, and prior to that, he served as a Principal at Grosvenor Park, which was a joint venture with Fortress Investment Group. Prior to that, he was the Executive Vice President of Business Affairs for Helkon Media. Mr. Solomon also serves on the board of directors of media companies Terrier Media Holdings, Inc. (d/b/a Cox Media Group) and Terrier Gamut Holdings, Inc., Aspen Holdco, LLC (parent of Coinstar, a fully automated network of self-service coin-counting machines), EcoATM Parent, LLC, which operates used mobile phone trade-in kiosks and an on-line trade-in site, Redbox Entertainment Inc., an operator of digital streaming services, College Parent Holdings GP LLC (parent of Yahoo!), a web services provider, Colonnade Acquisition Corp. II, a special purpose acquisition company, and Legend Pictures, LLC, a film production and mass media company. He previously served on the board of directors of Redwood Holdco, LLC (former parent of Redbox), ecoATM, LLC, AP NMT JV Newco B.V. (parent of Endemol Shine Group), a television production company, and Mood Media Corporation, a provider of in-store media solutions. Mr. Solomon graduated from the University of Rochester with a BA in Economics and Political Science and received his MBA from The Stern School of Business at New York University.



8		2022 PROXY STATEMENT

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Controlled Company

Our Common Stock is listed on the New York Stock Exchange (“NYSE”). As Apollo controls more than 50% of the combined voting power of the Company, we are considered a “controlled company” for the purposes of that exchange’s rules and corporate governance standards. We have availed ourselves of the “controlled company” exception under the NYSE rules, which exempts us from certain requirements, including the requirements that we have a majority of independent directors on our Board of Directors and that the Compensation Committee of our Board of Directors (the “Compensation Committee”) and Nominating and Corporate Governance Committee of our Board of Directors (the “Nominating and Corporate Governance Committee”) be comprised entirely of independent directors. The Audit Committee of our Board of Directors (the “Audit Committee”) is comprised entirely of independent members.

If at any time we cease to be a “controlled company” under the NYSE rules, the Board of Directors will take all action necessary to comply with the applicable NYSE rules, including appointing a majority of independent directors to the Board of Directors and ensuring that our Compensation Committee and our Nominating and Corporate Governance Committee are comprised entirely of independent directors, subject to a permitted “phase-in” period.

Director Independence

We have availed ourselves of the “controlled company” exception under the NYSE rules, which exempts us from certain requirements, including that we have a majority of independent directors on our Board of Directors (see “Corporate Governance—Controlled Company”). 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 the NYSE listing standards, the Board of Directors considers the following categorical standards of director independence, according to which independent directors:

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Are not, nor have been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer, of the listed company;

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Have not received, nor have 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);

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(a) Are not a current partner or employee of a firm that is the listed company’s internal or external auditor; (b) do not have an immediate family member who is a current partner of such a firm; (c) do 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;

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Are not, and do not have an immediate family member who is, or has 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;

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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



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Do not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof.

The listing standards of the NYSE and the rules of the Securities and Exchange Commission (the “SEC”), require the members of a company’s audit committee to be independent. As a “controlled company,” the majority of our Board of Directors is not required to be independent.

The Board of Directors has determined that Ms. Griffin, Mr. Winter and Ms. Zarmi are our independent directors, as such term is defined by the applicable rules and regulations of the SEC and the NYSE. Our Audit Committee is comprised of Ms. Griffin, Mr. Winter, who serves as chair, and Ms. Zarmi. During Mr. Africk’s service on the Board, Mr. Africk was also determined to be an independent director by the Board.

Board of Directors Leadership Structure and Board’s Role in Risk Oversight

The Board of Directors has an oversight role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board of Directors regularly reviews information regarding our credit, liquidity, and operations, as well as the risks associated with each, and takes an active role in reviewing our enterprise risk management process. 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, as well as the Company’s ESG strategies, policies and public disclosures. 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 Chairman of our Board of Directors and our Chief Executive Officer (“CEO”) are currently separate. Our Board of Directors does not currently have a policy as to whether the role of Chairman of our Board of Directors and the CEO should be separate. Our Board of Directors believes that the Company and its stockholders are best served by maintaining the flexibility to determine whether the Chairman and CEO positions should be separated or combined at a given point in time in order to provide appropriate leadership for us at that time. In addition, our Board of Directors does not currently have a policy as to whether an independent director may be appointed as lead director.

The Board of Directors 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.

The composition of the Board of Directors, the tenure of the directors with the Company, the overall experience of the directors and the experience that the directors have had with the Chairman and the executive management group permit and encourage each member to take an active role in all discussions, and each member does actively participate in all substantive discussions. We believe that our current Board of Directors leadership structure is serving the Company well at this time.

Board of Directors Meetings and Committees

In fiscal 2021, the Board of Directors held six meetings. During the past fiscal year, all directors attended at least 75% of the meetings of the Board of Directors and of the committees on which they served.

Recent representative discussion topics of the Board of Directors included:

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The Company’s mission and strategy, as well as short term and long term objectives in light of such strategy.

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The Company’s strategic initiatives including, with respect to the acceleration of capital efficient growth, maintaining a market leadership position, brand management, go to market initiatives, innovation in products and offerings, and prioritizing the customer experience.

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Budget in light of key strategic investment areas and product innovation.



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Mergers and acquisitions activity, including the acquisition of Compass Solar Group, LLC (“Sunpro Solar”) (the “Sunpro Solar Acquisition”), and various strategic tuck in acquisitions across the business. The Board of Directors discussed the proposed acquisition of Sunpro Solar and its significance to the Company’s strategic initiatives during multiple meetings prior to the consummation of the acquisition.

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Cybersecurity, including a tabletop exercise during which key stakeholders reviewed real-world scenarios in order to: (i) evaluate and test readiness and response capabilities; (ii) facilitate discussions around strategies, effectiveness, and gaps; and (iii) suggest improvements for consideration in readiness and response.

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Enterprise Risk Management and associated risk mitigation efforts, including the approval of a company-wide Risk Appetite Statement.

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The impact of COVID-19 on team members, customers and the operations across the Company generally.

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The Company’s ESG initiatives.

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Certain capital structure and cost of funds considerations.

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Reviews by each committee Chairperson of the matters discussed during their most recent committee meetings, together with any committee-recommended actions for the consideration of the Board of Directors.

The Board of Directors has four committees:

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Audit;

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Compensation;

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Executive; and

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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/ by opening the “Governance” tab, clicking on “Governance Documents,” and clicking on the name of the respective committee. 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:



Name	Audit Committee	Compensation Committee	Executive Committee	Nominating and Corporate Governance Committee

Marc E. Becker

James D. DeVries

Tracey R. Griffin⁽¹⁾

Eric L. Press

Reed B. Rayman

Matthew E. Winter

Sigal Zarmi

LOGO = Member LOGO = Committee Chair

(1)	Mr. Africk served on the Compensation Committee during his tenure on the Board. Upon Mr. Africk’s retirement from the Board immediately after the Annual Meeting, Ms. Griffin will join the Compensation Committee.

Audit Committee

In fiscal 2021, the Audit Committee held five meetings. Our Audit Committee consists of Mr. Winter (Chair), Ms. Griffin and Ms. Zarmi. Our Board of Directors has determined that each of Ms. Griffin, Mr. Winter and Ms. 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 Ms. Griffin,



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CORPORATE GOVERNANCE

Mr. Winter and Ms. Zarmi are independent as independence is defined in 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:

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To oversee and monitor our accounting, tax, treasury, financial reporting, external reporting, and asset-safeguarding policies and processes;

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To oversee and monitor the integrity of our financial statements and internal controls;

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To oversee and monitor the independence, retention, performance, and compensation of our independent auditor;

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To oversee and monitor the performance of our internal audit function;

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To discuss, oversee, and monitor policies with respect to risk assessment and risk management;

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To discuss with management our information technology and cybersecurity risks and concerns on an annual basis, and more frequently if and as needed;

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To oversee and monitor our compliance with legal and regulatory requirements and the implementation and effectiveness of our compliance and ethics programs;

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To review and evaluate any actual or potential conflict of interest regarding a related person transaction;

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To engage with management periodically regarding management’s ESG related initiatives and the use and reporting of related ESG metrics;

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To conduct investigations the Audit Committee deems appropriate;

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To prepare the annual Audit Committee report to be included in our annual proxy statement; and

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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.

Recent representative discussion topics of the Audit Committee included:

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Disclosure, internal control implications and integration considerations relating to the Company’s various M&A activities, including the Company’s acquisition of SunPro Solar and joint venture with Ford.

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The Company’s Enterprise Risk Management framework, including the recommendation to the Board of Directors of a company-wide Risk Appetite Statement.

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Review of accounting and disclosure implications stemming from the impact of COVID-19 and related internal control requirements of a work from home environment.

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Disclosures relating to ESG, corporate responsibility and related metrics and the Company’s ongoing ESG program.

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Information technology operation risks and cybersecurity.

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Financing transactions considered by the Company and the Company’s capital structure.

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Tax and Treasury operations and ongoing strategies.

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Compliance and ethics matters.

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Review of regulatory and legislative developments impacting the Company and industry.

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Significant legal matters being addressed by the Company.

Executive Committee

Our Executive Committee of the Board of Directors (the “Executive Committee”) consists of Messrs. Becker (Chair), DeVries, and Rayman. In fiscal 2021, the Executive Committee held no meetings. Subject to certain exceptions, the Executive Committee generally may exercise all of the powers and duties of the Board of Directors when the Board of Directors is not in session, or when it is impractical to call a special meeting of the Board of Directors, and to implement the policy decisions of the Board of Directors. The Executive Committee serves at the pleasure of our Board of Directors. This committee and any of its members may continue to serve or be changed once our Sponsor no longer owns a controlling interest in us.



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Compensation Committee

In fiscal 2021, the Compensation Committee held three meetings. During 2021, our Compensation Committee consisted of Messrs. Becker (Chair), Africk and Rayman. The principal duties and responsibilities of the Compensation Committee include the following:

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Review and determine the Company’s compensation strategy to ensure it is appropriate to attract, retain and motivate senior management and other key employees;

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Review and determine the executive compensation philosophy, policies and programs that in the Committee’s judgment support the Company’s overall business strategy and review and discuss, at least annually, the material risks associated with executive compensation structure, policies and programs to determine whether such structure, policies and programs encourage excessive risk-taking and evaluate compensation policies and practices that could mitigate any such risk;

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On an annual basis, review and approve the corporate goals and objectives relevant to the compensation of the Company’s CEO, evaluate the CEO’s performance in light of these goals and objectives, and determine and approve CEO compensation based on this evaluation;

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On an annual basis, review and approve corporate goals and objectives relevant to the compensation of the Company’s other executive officers, evaluate the executive officers’ performance in light of those goals and objectives, and determine and approve executive officer compensation based on this evaluation;

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Review, approve and administer the Company’s incentive compensation, equity-based and pension plans;

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Review and approve any employment agreement or compensatory transaction with an executive officer of the Company involving compensation in excess of $120,000 per year;

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Establish and periodically review policies concerning perquisite benefits;

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Develop and recommend to the Board for approval a CEO and executive officer succession plan; and

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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.

Recent representative discussion topics of the Compensation Committee included:

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Corporate goals and objectives relevant to the compensation of the CEO and other executive management and consideration of long term stockholder value.

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The evaluation of compensation performance goals and incentive plan structure and related impact on risk taking by senior executives and employees.

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Policies designed to foster alignment between management and our stockholders.

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Consideration of the appropriate peer group for compensation and talent acquisition purposes.

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The Company’s severance plans and appropriate adjustments thereto.

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Director Compensation.

We have elected to avail ourselves of the “controlled company” exception under the NYSE rules, which exempts us from the requirement that we have a Compensation Committee comprised entirely of independent directors.

Nominating and Corporate Governance Committee

Our Board of Directors established a Nominating and Corporate Governance Committee. In fiscal 2021, the Nominating and Corporate Governance Committee held two meetings. Our Nominating and Corporate Governance Committee consists of Messrs. Becker (Chair), Press, and DeVries. The principal duties and responsibilities of the Nominating and Corporate Governance Committee include the following:

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To identify candidates qualified to become directors of the Company, consistent with criteria approved by our Board of Directors;



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To recommend to our Board of Directors nominees for election as directors at the next annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected, as well as to recommend directors to serve on the committees of the Board of Directors;

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To recommend to our Board of Directors candidates to fill vacancies and newly created directorships on the Board of Directors;

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To review stockholder proposals affecting corporate governance and to make recommendations to the Board accordingly;

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To identify best practices and recommend corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance;

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To develop, review, and assess the adequacy of our corporate governance principles and guidelines periodically and recommend to our Board of Directors any changes deemed appropriate; and

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To oversee the evaluation of our Board of Directors and its committees.

Recent representative discussion topics of the Nominating and Corporate Governance Committee included:

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Review of certain governance matters, such as the continued adequacy of the Board of Directors’ Governance Principles.

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Assessment of the effectiveness of the Board of Directors and committees of the Board of Directors in providing proper governance and oversight.

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Review of regulatory and legislative developments impacting the Company and industry.

We have elected to avail ourselves of the “controlled company” exception under the NYSE rules, which exempts us from the requirement that we have a Nominating and Corporate Governance Committee comprised entirely of independent directors.

Compensation Committee Interlocks and Insider Participation

Members of the Compensation Committee during 2021 included Mr. Andrew Africk, who advised the Company in April 2022 that he will be retiring from the Board immediately after the Annual Meeting, and Messrs. Becker and Rayman. None of the members of the Compensation Committee in 2021 were, at any time during 2021 or at any other time, an officer or employee of the Company.

None of our executive officers has served as a member of the Board of Directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation Committee during 2021.

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:

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Nominees should have a reputation for integrity, honesty and adherence to high ethical standards;

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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;



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Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board of Directors and its committees;

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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;

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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

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Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, gender identity, sexual orientation, age, disability, political affiliation or any other basis proscribed by law. The value of diversity on the Board of Directors should be considered.

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 director who is employed as an executive officer, including as a CEO, of a publicly traded company is required to limit his or her external directorships of other public companies to one; any non-management director who is not fully employed is required to limit his or her external directorships of other public companies to three; and our CEO is required to limit his service on public company boards to no more than two. The Nominating and Corporate Governance Committee is notified of the intention of directors or our CEO to serve on another for-profit (public or private) company board of directors, and the 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, a stockholder must submit the recommendation in writing and must include the following information:

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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;

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A description of all arrangements or understandings between the stockholder and each candidate pursuant to which the nomination is being made;

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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

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Such other 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

Our Board of Directors has adopted a code of business conduct and ethics 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 business conduct and ethics 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 business conduct and ethics so that any suspected violation of our code of business conduct and ethics can be reported confidentially, without fear of reprisal. We intend to disclose future amendments to



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certain provisions of our code of business conduct and ethics, 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 business conduct and ethics 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/. 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.

Environmental, Social and Governance Initiatives

We recognize the importance of corporate responsibility and have established the following ESG Commitment Statement which guides the integration of our ESG initiatives into our business:

Our commitment to respect the environment, promote social responsibility and lead with responsible

governance is fundamental to who we are and guides our safe, smart and sustainable business practices.

We have also tracked our ESG initiatives in internal annual and periodic reporting for several years, and in 2021 published to our website our 2020 Sustainability Accounting Standard’s Board (“SASB”) Index Report reflecting certain of our ESG initiatives. We have continued to include enhanced disclosure of our corporate ESG initiatives in our 2021 Annual Report on Form 10-K, and we will publish to our website during the second quarter of 2022 our 2021 Corporate ESG Report, which will include as an appendix our 2021 SASB Index Report. These reports can be found on our investor relations website at https://investor.adt.com/

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 Chairman presides at such executive sessions (the “Presiding Director”). In the absence of the Presiding Director, the non-management directors will designate another director who is present to preside over such executive sessions.

Apollo Approval of Certain Matters and Rights to Nominate Certain Directors

As long as funds affiliated with or managed by Apollo beneficially own a majority of our outstanding common stock, Apollo will be able to control all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation, and certain corporate transactions. See “Certain Relationships and Related Person Transactions.”

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 systems, monitoring those systems during the year and using discretion in making rewards, as necessary. As a result of the procedures and practices described above, the Compensation Committee believes that the Company’s compensation 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 and presented to and reviewed with the Compensation Committee at its October 2021 meeting.



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Communications with the Board of Directors

Stockholders and other interested parties desiring to communicate directly with the full Board of Directors, the Audit Committee, the non-management directors as a group or with any individual director or directors may do so by sending such communication in writing, addressed to the attention of the intended recipient(s), c/o Secretary, ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431. The Company also maintains an ethics hotline where any suspected violation of our code of business conduct and ethics can be reported confidentially. More information about the hotline can be found at https://investor.adt.com under the Governance tab. Interested parties may communicate anonymously and/or confidentially if they desire. All communications received that relate to accounting, internal accounting controls or auditing matters will be referred to the chairman of the Audit Committee unless the communication is otherwise addressed. All other communications received will be forwarded to the appropriate director or directors.

Director Attendance at Annual Meeting

SEC Form DEF 14A filed by ADT Inc.