ADT Inc

For the period ended Apr 7, 2025. Filed Apr 7, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 7, 2025 · Filed Apr 7, 2025

ADT$9.86-0.4%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

ADT INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

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

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

Letter from the Chairman of the Board, President and Chief Executive Officer

Dear Fellow Stockholders,On behalf of ADT’s Board of Directors, I look forward to welcoming you to our 2025 Annual Meeting. 2024 was a historic year for ADT as we celebrated our 150th anniversary. With our simplified and refocused business model centered on the security and smart home business, we have delivered strong financial results including a record-high recurring monthly revenue balance, record customer retention, and very strong cash generation. We also continued to invest in ADT’s future, including the launch of our proprietary ADT+ platform which enables unique and differentiated customer offerings such as Trusted NeighborTM.At our core, we remain focused on our customers, with a strategy anchored on innovative offerings, unrivaled safety and a premium best-in-class customer service experience. As we look to the rest of 2025 and beyond, our primary objective is to connect and protect our customers through our offerings in smart home and residential security. With our team of nearly 13,000 highly experienced and customer-centric professionals, best-in-class technologies and service delivery, strong partnerships, unrivaled scale, and iconic brand, we are uniquely positioned to continue our success.

Over the past year we have continued to strengthen our Board of Directors, welcoming four new independent members – Tom Gartland, Dan Houston, Danielle Tiedt, and Suzanne Yoon – each of whom brings diverse skills and valuable experience. Our Board of Directors now consists of eight independent directors and four Apollo designees, in addition to myself. Each of the Audit, Compensation, and Nominating and Corporate Governance Committees are comprised entirely of independent members. We remain committed to continued improvement in our governance practices, as shown by some of our proposals for your consideration at the 2025 Annual Meeting.Our mission is designed to deliver superior results for all stakeholders – our investors, employees, partners, customers, and the communities we serve. 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
PROPOSAL 1 – ELECTION OF DIRECTORS	2
DIRECTOR SKILLS, BACKGROUND AND EXPERIENCE	3
Class II Directors	4
Class III Directors	6
Class I Directors	8
CORPORATE GOVERNANCE	10
Embracing the End of Controlled Company Exception	10
Director Independence	10
Board of Directors Leadership Structure and Board’sRole in Risk Oversight	11
Board of Directors Meetings and Committees	12
Audit Committee	13
Executive Committee	14
Compensation Committee	14
Nominating and Corporate Governance Committee	15
Compensation Committee Interlocks and InsiderParticipation	15
Identifying and Evaluating Candidates for the Board ofDirectors	15
Corporate Governance Guidelines and Code ofConduct	16
Corporate Responsibility and Respect for OurCommunities	17
Executive Sessions of Non-Management Directors	17
Apollo Approval of Certain Matters and Rights toNominate Certain Directors	17
Compensation Risk Assessment	17
Communications with the Board of Directors	17
Director Attendance at Annual Meeting	18
EXECUTIVE OFFICERS	19
EXECUTIVE COMPENSATION – COMPENSATIONDISCUSSION AND ANALYSIS	22
2024 Highlights	23
Chief Executive Officer – Performance Goals	24
Executive Compensation Philosophy	25
Process for Determining Executive OfficerCompensation	26
Role of Compensation Committee and Board ofDirectors	26
Independent Compensation Consultant	27
Role of External Market Data	27
Peer Group Development	27

2024 Advisory Vote on Executive Compensation	28
Elements of Executive Compensation	29
Base Salary	30
Annual Incentive Compensation	30
Non-GAAP Measures – Adjusted EBITDA	32
Long-Term Equity Compensation	32
2024 Long-Term Incentive Plan Equity Awards	32
Employment Arrangements	33
Supplemental Savings and Retirement Plan	33
Executive Benefits and Limited Perquisites	33
Severance Benefits	34
Other Compensation Policies and Practices	34
Insider Trading Policy and Equity TransactionPre-Approval	34
Anti-Hedging and Short Sale Policy	34
Anti-Pledging/Purchases of Company Securities onMargin	35
Equity Grant Practices	35
Pay Recoupment (Clawback) Policy	35
Stock Ownership Guidelines	35
Tax and Accounting Considerations	35
REPORT OF THE COMPENSATION COMMITTEE	36
Summary Compensation Table	37
Summary Compensation Table—All Other Compensation	38
Distributed Shares and Top-Up Options	38
Grants of Plan-Based Awards in Fiscal 2024 Table	39
Employment Arrangements	40
Outstanding Equity Awards at Fiscal 2024 Year-EndTable	42
Stock Vested in Fiscal 2024 Table	43
Non-Qualified Deferred Compensation for Fiscal 2024	44
Potential Payments upon Termination or Change inControl	45
Severance Payments and Benefits under EmploymentArrangements with NEOs	45
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 ora Termination in Connection with a Change in Control	47
PAY RATIO DISCLOSURE	50
PAY VERSUS PERFORMANCE	51
Pay versus Performance Disclosure Table	51
COMPENSATION OF NON-EMPLOYEE DIRECTORS	55

CERTAIN RELATIONSHIPS AND RELATED PERSONTRANSACTIONS	56
Policies and Procedures for Related Person Transactions	56
Limited Partnership Agreement of TopCo Parent	56
Apollo	57
State Farm	58
Google	59
Rackspace	60
Other Transactions	60
Stockholders Agreement	60
Registration Rights Agreement	61
Management Investor Rights Agreement	62
REPORT OF THE AUDIT COMMITTEE	63
AUDIT-RELATED FEES, TAX FEES AND ALL OTHERFEES	64
PROPOSAL 2 – ADVISORY VOTE TO APPROVE THECOMPENSATION OF OUR NAMED EXECUTIVEOFFICERS	65
PROPOSAL 3 – APPROVAL OF AN AMENDMENTAND RESTATEMENT TO THE AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION TODECLASSIFY THE BOARD	66

PROPOSAL 4 – APPROVAL OF AN AMENDMENT AND RESTATEMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CREATE A STOCKHOLDER RIGHT TO CALL A SPECIAL MEETING	68
PROPOSAL 5 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	70
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	71
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	74
STOCKHOLDER PROPOSALS	75
SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT	76
HOUSEHOLDING MATTERS	80
OTHER MATTERS	81
CAUTIONARY STATEMENT REGARDING FORWARD – LOOKING STATEMENTS	82
EXHIBIT A: SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	A-1

Meeting Agenda
Election of directors	Advisory vote to approve the compensation of our named executive officers	Approval of an amendment and restatement to the Amended and Restated Certificate of Incorporation to declassify the Board of Directors	Approval of an amendment and restatement to the Amended and Restated Certificate of Incorporation to create a stockholder right to call a special meeting	Ratification of appointment of independent registered public accounting firm
In addition, to transact such other business as may properly come before ADT Inc. (the “Company”) at its Annual Meeting of Stockholders, or any postponement or adjournment thereof (the “Annual Meeting”).

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.