ADT Inc

For the period ended May 22, 2024. Filed Apr 8, 2024.

About this filing

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.

May 22, 2024 · Filed Apr 8, 2024

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

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material 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)

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

☒	No fee required.

☐	Fee paid previously with preliminary materials.

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

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

Dear Fellow Stockholders, The past year has been pivotal for ADT, as we simplified and refocused our business model following the divestiture of our commercial business and our decision to exit the residential solar business. We also meaningfully improved our capital structure including repayment of more than $2 billion of debt. Meanwhile, in our core consumer business, we continued progress building on our leadership position in the security and smart home spaces to develop expanded offers and solutions to serve new and growing customer segments. Our business remains centered on the belief that everyone deserves to feel safe. Every day we bring peace of mind to our more than 6 million customers through our innovative offerings, unrivaled commitment to safety, and premium customer experience. In doing so, we deliver Safe, Smart, and Sustainable solutions: 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 the rest of 2024 and beyond, our top objective is to connect and protect our customers through our offerings in smart home and residential security. We believe we are uniquely positioned to do this with our team of more than 14,000 highly experienced professionals, best-in-class technologies and equipment, strong partnerships, and our unrivaled scale and iconic brand. We remain focused on delighting our customers to drive strong brand loyalty and retention. Our mission is designed to deliver superior results for all stakeholders – our stockholders, our employees, our partners, customers, and the communities we serve. We’re excited for the next chapters in the story as we embark on our 150th year. Sincerely, Jim DeVries

TABLE OF CONTENTS

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	1
PROPOSAL 1 – ELECTION OF DIRECTORS	2
DIRECTOR SKILLS, BACKGROUND AND EXPERIENCE	3
Class I Directors	4
Class II Directors	5
Class III 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	12
Audit Committee	13
Executive Committee	15
Compensation Committee	15
Nominating and Corporate Governance Committee	16
Compensation Committee Interlocks and Insider Participation	17
Identifying and Evaluating Candidates for the Board of Directors	17
Corporate Governance Guidelines	18
Environmental, Social and Governance Initiatives	18
Executive Sessions of Non-Management Directors	19
Apollo Approval of Certain Matters and Rights to Nominate Certain Directors	19
Compensation Risk Assessment	19
Communications with the Board of Directors	19
Director Attendance at Annual Meeting	19
EXECUTIVE OFFICERS	20
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS	23
2023 Highlights	24
Chief Executive Officer – Performance Goals	24
Executive Compensation Philosophy	25
Process for Determining Executive Officer Compensation (Including NEOs)	26
Role of Compensation Committee and Board of Directors	26
Role of Management	27
Role of Independent Compensation Consultant	27
Role of External Market Data	27
Peer Group Development	28
2023 Advisory Vote on Executive Compensation	28

Elements of Executive Compensation	29
Other Elements of Compensation	30
Base Salary	30
Annual Incentive Compensation	31
Non-GAAP Measures – Adjusted EBITDA	32
Long-Term Equity Compensation	33
2023 Long-Term Incentive Plan Equity Awards	34
Employment Arrangements	35
Supplemental Savings and Retirement Plan	35
Executive Benefits and Limited Perquisites	35
Severance Benefits	35
Other Compensation Policies and Practices	36
Insider Trading Policy and Equity Transaction Pre-Approval	36
Anti-Hedging and Short Sale Policy	36
Anti-Pledging/Purchases of Company Securities on Margin	36
Equity Grant Practices	36
Pay Recoupment (Clawback) Policy	36
Stock Ownership Guidelines	37
Tax and Accounting Considerations	37
REPORT OF THE COMPENSATION COMMITTEE	38
Summary Compensation Table	38
Summary Compensation Table—All Other Compensation	39
Grants of Plan-Based Awards in Fiscal 2023 Table	40
Employment Arrangements	40
Distributed Shares and Top-Up Options	43
Outstanding Equity Awards at Fiscal 2023 Year-End Table	45
Stock Vested in Fiscal 2023 Table	47
Non-Qualified Deferred Compensation for Fiscal 2023	47
Potential Payments upon Termination or Change in Control	48
Severance Payments and Benefits under Employment Arrangements with NEOs	48
Applicable Definitions	50
Equity Awards—Treatment upon Termination (Not in Connection with a Change in Control)	51
Equity Awards—Treatment upon a Change in Control or a Termination in Connection with a Change in Control	52
PAY RATIO DISCLOSURE	54
PAY VERSUS PERFORMANCE	55
Pay versus Performance Disclosure Table	55
COMPENSATION OF NON-EMPLOYEE DIRECTORS	58

2024 PROXY STATEMENT

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	60
Policies and Procedures for Related Person Transactions	60
Limited Partnership Agreement of Prime TopCo LP	60
Apollo	61
State Farm	61
ADT Solar	62
Google	63
Rackspace	64
Other Transactions	64
Stockholders Agreement	65
Registration Rights Agreement	65
Management Investor Rights Agreement	66
REPORT OF THE AUDIT COMMITTEE	67
AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES	68
PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	69

PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY ON FREQUENCY)	70
PROPOSAL 4 – APPROVAL OF AN AMENDMENT TO THE OMNIBUS INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER	71
PROPOSAL 5 – APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION FOR EXCULPATION OF OFFICERS	80
PROPOSAL 6 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	82
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	83
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	86
STOCKHOLDER PROPOSALS	87
SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT	88
HOUSEHOLDING MATTERS	93
OTHER MATTERS	94
CAUTIONARY STATEMENT REGARDING FORWARD – LOOKING STATEMENTS	95
APPENDIX A: AMENDMENT TO THE OMNIBUS INCENTIVE PLAN	A-1
APPENDIX B: AMENDMENT TO CERTIFICATE OF INCORPORATION	B-1

2024 PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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.