DEF 14A of ADT Inc., Apr 7, 2025

DEF 14A of ADT Inc.

Filed Apr 7, 2025 · FY20240000950170-25-051608

Open on EDGAR

  1. Class II Directors

    Class II Directors The term of the following four Class II directors will expire at the Annual Meeting. Messrs. Coleman, Smith, Winter, and Ms. Yoon are the only nominees for election at the Annual Meeting for a term that will expire at the 2028 Annual Meeting of Stockholders and until each of their successors has been duly elected and qualified.

  2. Class II Directors

    | Marques Coleman | | | Age: 35 Director Since: 2023 Committees • Executive | Marques Coleman is a member of our Board of Directors and a designee of Apollo Global Management, Inc. (together with its subsidiaries and affiliates, “Apollo”). Mr. Coleman joined Apollo in 2021 as a Partner at Apollo Private Equity and is responsible for the evaluation of investments across multiple industries. Mr. Coleman previously served on the board of directors of the parent entity of Brightspeed, a telecommunications company, from March 2022 to November 2023. Prior to joining Apollo, Mr. Coleman was a Vice President at private equity firm Veritas Capital from 2019 to 2021. Mr. Coleman graduated from Brown University with a BA in Commerce, Organizations and Entrepreneurship and received his MBA from the Wharton School of Business. |

  3. Class II Directors

    | Paul J. Smith | | | Age: 62 INDEPENDENT Director Since: 2022 Committees • Compensation | Paul J. Smith is a member of our Board of Directors and the designee of State Farm Fire & Casualty Company (“State Farm”). Most recently, Mr. Smith served as an Executive Vice President of State Farm from January 2025 until his retirement in April 2025. Previously, Mr. Smith served as Executive Vice President and 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. Mr. Smith received a BS in Accounting from the University of Wisconsin at Eau Claire and is a graduate of The General Managers Program at Harvard Business School. |

  4. Class II Directors

    | 4 | 2025 PROXY STATEMENT | |

  5. Class II Directors

    | Matthew E. Winter | | | Age: 68 INDEPENDENT Director Since: 2018 Committees • Audit (Chair) | Matthew E. Winter is a member of our Board of Directors and our Lead Independent Director. 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 of H&R Block Inc., a tax preparation company, where he serves as a member of the Audit Committee and chairman of the Compensation Committee, and on the board of directors of The Hartford Insurance Group, an investment and insurance company, where he serves as a member of the Finance, Investment & Risk Management Committee and chairman of the Compensation Committee. Mr. Winter received a BS from the University of Michigan, a JD from the Albany Law School of Union University, and an LLM from the University of Virginia School of Law. |

  6. Class II Directors

    | Suzanne Yoon | | | Age: 49 INDEPENDENT Director Since: 2024 Committees • Audit • Nominating and Corporate Governance (Chair) | Suzanne Yoon is a member of our Board of Directors. Ms. Yoon is the founder and managing partner of Kinzie Capital Partners, a Chicago-based private equity firm. In 2017, Ms. Yoon launched Kinzie and currently serves as the Chair of its Investment and Management Committees. Prior to founding Kinzie, Ms. Yoon held senior roles at Versa Capital Management, CIT Group and LaSalle Bank/ABN AMRO. Ms. Yoon is a current member and former Chair of the National Philanthropic Trust Board of Trustees, the largest independent donor advised fund manager in the world with approximately $40 billion under management, and is a member of the first-ever Women’s Advisory Board for the Chicago Bears. Ms. Yoon received a BA in Economics from the University of Iowa and is an Executive Scholar of Northwestern University’s Kellogg School of Management. |

  7. Class II Directors

    | | 2025 PROXY STATEMENT | 5 |

  8. Class III Directors

    Class III Directors The term of the following five Class III directors will expire at the 2026 Annual Meeting of Stockholders.

  9. Class III Directors

    | Nicole Bonsignore | | | Age: 47 Director Since: 2023 | Nicole Bonsignore is a member of our Board of Directors and a designee of Apollo. Mrs. Bonsignore is a Partner at Apollo where she has helped steward the organization’s human capital efforts for over a decade. Mrs. Bonsignore currently leads Human Capital for Apollo’s Equity Business and she is the Global Head of Talent Strategy. She is also a member of Apollo’s Human Capital Leadership Team. Prior to joining Apollo in 2011, Mrs. Bonsignore was a Vice President at Neuberger Berman responsible for the Recruiting and Training & Development team. Mrs. Bonsignore joined Neuberger Berman after spending eight years at Lehman Brothers where she served as the Head of Associate and Analyst Programs for the Investment Management Division. Mrs. Bonsignore started her career at Lehman Brothers as an Investment Banking Analyst in the Consumer & Retail group and she also spent several years as an Equity Research Associate covering Transports & Logistics. Mrs. Bonsignore is a member of the New York Advisory Board for America Needs You (ANY). Mrs. Bonsignore received a BA in Economics from Bucknell University. |

  10. Class III Directors

    | Thomas Gartland | | | Age: 67 INDEPENDENT Director Since: 2025 Committees • Audit | Thomas Gartland is a member of our Board of Directors. Mr. Gartland currently serves as the Chairman and Chief Executive Officer of Montway Auto Transport, a privately-held North American transport company, and has served in such capacity since 2023. Additionally, Mr. Gartland has served as the executive chairman of SGL TransGroup, a privately-held global freight forwarder, since 2017. Mr. Gartland previously served as President, North America for Avis Budget Group, a provider of vehicle rental services, from October 2011 until December 2014, and as Executive Vice President of Sales, Marketing & Customer Care for Avis from April 2008 through October 2011, during which time he developed the overall strategic direction for Avis’s marketing and sales. From 1994 to 2008 Mr. Gartland served in various roles at Diversey, Inc. (formerly JohnsonDiversey, Inc.), a global provider of cleaning and hygiene solutions, including most recently as President of the North American Region from 2002 to 2008. Previously, from 1980 to 1994, Mr. Gartland served in various capacities at Ecolab, Inc., a global provider in water, hygiene and infection prevention solutions and services, including most recently as Vice President and Director of National Accounts. Mr. Gartland currently serves on the board of directors, including as chairman of the compensation committee, of Xenia Hotels & Resorts, Inc., a self- advised and self-administered REIT that invests primarily in premium full-service, lifestyle and urban upscale hotels, and has served in such capacity since 2015. Mr. Gartland also serves on the board of directors, including as chairman of the governance committee and a member of the compensation committee, of ABM Industries, Inc. ("ABM"), a provider of facility solutions, and has served in such capacity since 2015. Mr. Gartland received a Bachelor’s degree in Business Administration/Marketing from the University of St. Thomas in St. Paul, Minnesota. |

  11. Class III Directors

    | 6 | 2025 PROXY STATEMENT | |

  12. Class III Directors

    | Reed B. Rayman | | | Age: 38 Director Since: 2016 Committees • Executive (Chair) | Reed B. Rayman is a member of our Board of Directors and a designee of Apollo. Mr. Rayman is a Partner at Apollo, focused on private equity investing in the technology, media and home services sectors. Mr. Rayman serves on the board of directors of Yahoo, Shutterfly, Coinstar, Eliant Trade GP LLC, 25M Evolve, LLC and ecoATM. Prior to joining Apollo in 2010, Mr. Rayman was a member of the Principal Strategies Group at Goldman Sachs and previously was a member of the Industrials Investment Banking group at Goldman Sachs. Mr. Rayman serves on the Private Equity Executive Council of the UJA Federation of New York. Mr. Rayman graduated cum laude from Harvard with an AB in Economics. |

  13. Class III Directors

    | Danielle Tiedt | | | Age: 49 INDEPENDENT Director Since: 2024 Committees • Nominating and Corporate Governance | Danielle Tiedt is a member of our Board of Directors. Ms. Tiedt currently serves as Chief Marketing Officer of YouTube, a digital video platform and subsidiary of Alphabet Inc. (previously Google Inc.), and has served in such capacity since May 2012. During Ms. Tiedt’s tenure, YouTube has grown to a $50 billion business operating in 76 countries and Ms. Tiedt has focused on building mainstream recognition for YouTube creators and helping them to build success on YouTube, launching and growing multiple subscription services such as YouTube Premium, YouTube TV and NFL Sunday Ticket. Prior to Google, Ms. Tiedt served in various roles at Microsoft Corporation, a multinational technology company, including most recently serving as the general manager of Bing Marketing. Ms. Tiedt also serves on the board of directors of 4H Foundation, the largest STEM organization for youth in the United States. Ms. Tiedt received a Bachelor of Business Administration in Marketing and Management from the University of Wisconsin-Madison School of Business. |

  14. Class III Directors

    | Sigal Zarmi | | | Age: 61 INDEPENDENT Director Since: 2021 Committees • Audit | Sigal Zarmi is a member of our Board of Directors. Ms. Zarmi is currently a Senior Advisor at the Boston Consulting Group, Inc., a global management consulting firm where she has served in such capacity since August 2021, and also serves on the boards of directors of Global Atlantic Financial Group, a life insurance and reinsurance company, and GoDaddy, Inc., a domain registrant. From October 2018 until January 2023, Ms. Zarmi served in various capacities at Morgan Stanley, a multinational investment bank and financial services company, including as International CIO and Global Head of Transformation. Previously, Ms. Zarmi served as Vice Chair—Global and US CIO of PwC and CIO of GE Capital, Americas. Ms. Zarmi received a Master of Business Administration (MBA) from Columbia University in New York City and a BS in Engineering from the Technion—Israel Institute of Technology in Haifa, Israel. |

  15. Class III Directors

    | | 2025 PROXY STATEMENT | 7 |

  16. Class I Directors

    Class I Directors The term of the following four Class I directors will expire at the 2027 Annual Meeting of Stockholders

  17. Class I Directors

    | James D. DeVries | | | Age: 62 Director Since: 2018 Chairman, President and Chief Executive Officer Committees: • Executive | James D. DeVries is Chairman of our Board of Directors, President and Chief Executive Officer (“CEO”) of ADT. 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. Currently, Mr. DeVries serves on the board of directors of ABM, a leading provider of integrated facility services and solutions, and is Lead Director on the board of Amsted Industries Inc., a diversified global manufacturer of industrial components. He is 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 International University, a Master’s degree from Loyola University, and a Master of Business Administration (MBA) from the Kellogg School of Management at Northwestern University. |

  18. Class I Directors

    | Tracey R. Griffin | | | Age: 60 INDEPENDENT Director Since: 2018 Committees • Compensation | Tracey R. Griffin is a member of our Board of Directors. Ms. Griffin currently serves as Group Chief Financial Officer of Chalhoub Group, a privately held luxury goods retailer and distributor marketing in the Gulf Cooperation Council (GCC) and headquartered in Dubai, UAE. Ms. Griffin has served in such capacity since July 2023. Prior to her position at Chalhoub, Ms. Griffin served as Chief Financial Officer and Chief Operating Officer of Framebridge, Inc., an online and retail custom framing brand, from November 2019 to January 2023. Prior to that, she served as Chief Financial Officer of Austin-based lifestyle retail brand Kendra Scott, from September 2018 to November 2019. Prior to that, Ms. Griffin was 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 previously served on the board of directors of The Children’s Place, a specialty, mall-based retailer, where she was on the Audit and Human Capital Committees. In addition, she was previously the Chairman of the Finance and Audit Committee for the non-profit organization Partnership for a Healthier America, and 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. |

  19. Class I Directors

    | 8 | 2025 PROXY STATEMENT | |

  20. Class I Directors

    | Benjamin Honig | | | Age: 36 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, 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, and as a board observer of National Veterinary Associates (NVA), a global pet care organization. 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 & Acquisitions department. Mr. Honig graduated magna cum laude with a BA in Economics from Cornell University. |

  21. Class I Directors

    | Daniel Houston | | | Age: 63 INDEPENDENT Director Since: 2024 Committees • Compensation (Chair) • Nominating and Corporate Governance | Daniel Houston is a member of our Board of Directors. He currently serves as Executive Chairman of Principal Financial Group® (“Principal®”), a global financial services company. Mr. Houston has served in various roles at Principal® since 1984, 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, and CEO in 2015. Mr. Houston is a member of the Business Roundtable, chairs the Tax Committee for the American Council of Life Insurers, and serves on the boards of the Iowa State University Business School Dean’s Advisory Council and Partnership for a Healthier America. Mr. Houston received a BA from Iowa State University and an honorary doctorate from Iowa State’s Ivy College of Business. |

  22. Class I Directors

    | | 2025 PROXY STATEMENT | 9 |

  23. Director Attendance at Annual Meeting

    | 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. |

  24. Director Attendance at Annual Meeting

    | 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 over 17 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. |

  25. Director Attendance at Annual Meeting

    | DeLu Jackson | | | | DeLu Jackson has served as our Executive Vice President and Chief Marketing Officer since February 2023, where he leverages his over 25 years of marketing and brand leadership with the world’s most recognizable brands to drive ADT’s transformation forward. From September 2021 to February 2023, Mr. Jackson served as our Senior Vice President and Chief Marketing Officer. Prior to joining ADT, Mr. Jackson served as Vice President, Precision Marketing at Conagra Brands from August 2017 to September 2021, where he was responsible for integrated marketing, e-commerce, brand strategy, and advertising. Mr. Jackson’s career includes senior roles for domestic and international brands, including Kellogg Company, McDonald’s, Audi, Nissan and Subaru. Mr. Jackson serves as a board member of Latham Group, Inc. Mr. Jackson received an MBA from the NYU Stern School of Business and a BA in Politics from Princeton University. |

  26. Director Attendance at Annual Meeting

    | 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. 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 also currently serves as a Senior Advisor for the Boston Consulting Group and |

  27. Director Attendance at Annual Meeting

    | 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 RemotelyMe. |

  28. Director Attendance at Annual Meeting

    | 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. |

  29. Director Attendance at Annual Meeting

    | Donald M. Young | | | | Donald M. Young has served as our Executive Vice President and Chief Operating Officer since April 2021, and is responsible for leading the Company’s field office and call center operations, IT, and procurement. Effective June 6, 2025, Mr. Young will be retiring from his position as Executive Vice President and Chief Operating Officer. Upon his retirement, Mr. Young will move to a special advisor role to assist us with the transition of his roles and responsibilities. Previously Mr. Young was our Chief Information Officer and Executive Vice President, Field Operations from December 2018 to April 2021, and our Senior Vice President and Chief Information Officer from September 2017 to December 2018. Mr. Young has more than 30 years of experience in the security industry, including executive roles at Protection One, Stanley Security Solutions, ASG Security and Securitylink. Mr. Young also held leadership positions within security industry associations as past president of both The Monitoring Association (TMA) and Partnership for Priority Video Alarm Response (PPVAR). Mr. Young began his career in the security industry after serving four years in the United States Air Force as a computer programmer analyst. Mr. Young received an Associate Degree in Data Processing from the Community College of the Air Force, a BS degree in Information Management from the American Military University, and an MBA from the University of North Carolina at Chapel Hill's Kenan-Flagler Business School. |

  30. Executive Compensation - Compensation Discussion and Analysis Table of Contents

    | 2024 Highlights | 23 | Employment Arrangements | 33 | | Chief Executive Officer – Performance Goals | 24 | Supplemental Savings and Retirement Plan | 33 | | Executive Compensation Philosophy | 25 | Executive Benefits and Limited Perquisites | 33 | | Process for Determining Executive Officer Compensation | 26 | Severance Benefits | 34 | | Role of Compensation Committee and Board of Directors | 26 | Other Compensation Policies and Practices | 34 | | Independent Compensation Consultant | 27 | Insider Trading Policy and Equity Transaction Pre-Approval | 34 | | Role of External Market Data | 27 | Anti-Hedging and Short Sale Policy | 34 | | Peer Group Development | 27 | Anti-Pledging/Purchases of Company Securities on Margin | 35 | | 2024 Advisory Vote on Executive Compensation | 28 | Equity Grant Practices | 35 | | Elements of Executive Compensation | 29 | Pay Recoupment (Clawback) Policy | 35 | | Base Salary | 30 | Stock Ownership Guidelines | 35 | | Annual Incentive Compensation | 30 | Tax and Accounting Considerations | 35 | | Non-GAAP Measures - Adjusted EBITDA | 32 | Section 162(m) of the Code | 35 | | 2024 Long-Term Incentive Plan Equity Awards | 32 | Section 280G of the Code | 36 |

  31. Chief Executive Officer – Performance Goals

    Chief Executive Officer – Performance Goals Mr. DeVries’ performance as Chairman, President and CEO is evaluated using the following categories which are determined by the Compensation Committee: operating results, developing and implementing a long-term strategy, and maintaining and motivating a high-performing team. Under Mr. DeVries’ leadership, ADT delivered solid performance, invested for the future, reshaped its portfolio, and meaningfully improved the Company’s capital structure. ADT delivered record end-of-period RMR, maintained near-record customer retention and improved revenue payback, and posted strong financial and operating results. With a focus on the long-term growth strategy of ADT, Mr. DeVries delivered on key areas of focus for ADT’s future. Delivered Top-Line Growth • Continued growth of RMR, ending the year at a record level • Achieved record customer retention with strong customer satisfaction Unlocked Shareholder Value • Deployed free cash flow to repurchase shares and increase the shareholder dividend • Fortified capital structure and balance sheet by reducing debt, improving borrowing costs, and improving credit ratings Drove Strategic Differentiators: Innovative Offerings, Unrivaled Safety and Premium Experience • Expanded rollout of ADT+ platform and Trusted Neighbor solution with strong early indications • Enhanced service through the ADT Remote Assistance program generating high customer satisfaction with more than 50% of all customer service requests being handled virtually • Became the first company to adopt and implement Alarm Validation Scoring at a national level • Achieved one of the highest-ratings for apps in the Apple App Store and Google Play store in the home security and smart home category, averaging 4.8 stars for ADT+ • Earned The Monitoring Association’s Monitoring Center of the Year award, recognizing our significant contribution to the alarm industry and demonstration of exceptional customer service Introduced new cultural markers setting the foundation of how we make decisions, establish trust, hold our teams accountable and partner together in service of our customers

  32. Chief Executive Officer – Performance Goals

    | 24 | 2025 PROXY STATEMENT | |

  33. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has the authority to retain, compensate, and terminate an independent compensation consultant and any other advisors necessary to assist in its evaluation of executive compensation. The Board of Directors retained Pearl Meyer, a compensation consulting firm, as its independent external advisor to assist in its evaluation of executive compensation, and to provide insight and market perspective on our current compensation programs. In selecting Pearl Meyer, the Board of Directors reviewed their independence, including the factors prescribed by the SEC and NYSE, and concluded that there were no conflicts of interest that would preclude them from serving as an independent advisor to the Board. Pearl Meyer does not provide other services to us, except at the direction of our Board of Directors or Compensation Committee. We do not have any other relationships with Pearl Meyer.

  34. Role of External Market Data

    Role of External Market Data The Compensation Committee considers a number of factors in determining target total compensation for each of the Company’s executive officers (including our NEOs). These factors include position-specific market data, the executive’s experience and performance, and internal pay equity. While the Compensation Committee considers the median of the Company’s competitive market (including both selected peer companies and the broader competitive market) when evaluating executive compensation, it is only one factor among several, including those noted above, that is taken into consideration. Ultimately, the Compensation Committee uses its business judgment, informed by the experience of the members of the Compensation Committee to determine executive compensation. As a result, the Compensation Committee may approve compensation that is below- or above-median market compensation for specific individuals for a variety of reasons, including: • specific organizational considerations, for example, such as where the role is considered critical to delivering on our overall business strategy; • scope of the role and associated responsibilities at ADT compared to the market comparable roles; • the executive’s expertise, where an executive that is new to a role may be compensated below-market for that role, with the expectation that compensation increases will follow increased experience and demonstrated success in the role; • need for specific expertise in building new or improving upon existing business functions, particularly in the process of hiring candidates from external sources; and • the retention of key executives the Company believes are critical to its success; • the overall performance of the Company and the executive’s contribution to that performance.

  35. Peer Group Development

    Peer Group Development The Compensation Committee, with the assistance of Pearl Meyer, has developed a peer group for use in making compensation decisions. While the Compensation Committee considers the executive compensation data at peer group companies, it is not the sole factor in the decision-making process. The Compensation Committee also considers general industry data from third-party providers in its review of compensation for our executive officers (including our NEOs). Neither the Compensation Committee nor management has any input into the companies included in these general industry surveys. The table below highlights how the companies included in the peer group were chosen, and how the compensation information related to these companies is used.

  36. Peer Group Development

    | | 2025 PROXY STATEMENT | 27 |

  37. Peer Group Development

    | How Peer Group Companies are Selected | How Peer Group Data is Utilized | | • Similar or related industry sector • Generally focused on business models that generate subscription-based recurring revenue • Provide a technology-enabled service • Primarily business-to-consumer (B2C) focused, although companies that are business-to-business (B2B) focused are also considered • Generally between $2 billion and $10 billion in revenue | • As an input in determining base salaries, annual incentive targets and long-term incentive award targets • As an input in the design of compensation plans • To validate whether our executive compensation program is aligned with Company performance • To inform on market practice regarding the form and mix of equity awards granted to our employees |

  38. Peer Group Development

    The Compensation Committee assesses the peer group periodically to determine whether any significant changes to the business conditions of the Company or any of its peers would warrant any changes to the peer group. In October 2024, the Compensation Committee approved changes to the 2025 peer group, replacing two peers to improve size comparability following ADT’s updated business model and removing one peer due to its acquisition, resulting in a peer group of 14 companies.

  39. Peer Group Development

    | 2024 Peer Group | Updates for 2025 | 2025 Peer Group | | Akamai Technologies, Inc. | | Akamai Technologies, Inc. | | The Brink’s Company | | The Brink’s Company | | Cintas Corporation | Cintas Corporation | Equifax Inc. | | Equifax Inc. | | Juniper Networks, Inc. | | Frontier Communications Parent | | Frontier Communications Parent | | H&R Block, Inc. | | Gen Digital Inc. | | NCR Voyix Corporation | | H&R Block, Inc. | | NetApp, Inc. | | NCR Voyix Corporation | | Republic Services, Inc. | Republic Services, Inc. | NetApp, Inc. | | Rockwell Automation, Inc. | | Rockwell Automation, Inc. | | Rollins, Inc. | | Rollins, Inc. | | Sirius XM Holdings Inc. | | Sirius XM Holdings Inc. | | Telephone and Data Systems, Inc. | | Telephone and Data Systems, Inc. | | Trimble Inc. | | Trimble Inc. | | VMware, Inc. | VMware, Inc. | |

  40. 2024 Target Compensation

    | Base Salary | Annual Incentive | Long-Term Incentive | | Fixed cash compensation: • Based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance • To attract and retain top talent with the experience, skills and abilities critical to the long-term success of the Company | Performance-based incentive cash compensation: • To recognize individuals based upon their performance against goals and objectives aligned to the delivery of key operational and financial priorities • To drive Company performance against key financial goals which are aligned to the interests of stockholders | Equity-Based compensation: • To directly align the interests of executives with the interests of stockholders • To support focus on long-term, sustainable Company performance, and to drive retention of top talent | | Other Elements of Compensation: | | | | Benefits • To promote the health, wellness, and well-being of executives and provide a competitive overall compensation package • Includes medical, dental, and disability plans • The NEOs are eligible to participate in the same benefit plans applicable to the Company’s employee population as a whole | | | | Retirement Programs • The NEOs generally are eligible to participate in the same basic retirement plans available to the Company’s non-union employee population as a whole • Includes both a retirement savings plan and a deferred compensation plan | | | | Limited Perquisites | | |

  41. Annual Incentive Compensation

    Annual Incentive Compensation The second component of executive officer compensation is an annual cash incentive based on the Company’s performance. Tying a portion of total compensation to annual Company performance permits us to adjust the performance metrics each year to reflect changing objectives and to emphasize those that may be of special importance for a particular year. Through the annual incentive program, we seek to provide an appropriate amount of short-term cash compensation that is at-risk and tied to the achievement of certain annual performance goals.

  42. Annual Incentive Compensation

    | 30 | 2025 PROXY STATEMENT | |

  43. Annual Incentive Compensation

    For 2024, the target bonus opportunities for our NEOs were as follows:

  44. Annual Incentive Compensation

    | Name | Target Bonus % of Base Salary | | James D. DeVries | 150% | | Jeffrey A. Likosar | 100% | | David Scott | 80% | | David W. Smail | 100% | | Donald M. Young | 100% | | Jamie E. Haenggi | 100% |

  45. Annual Incentive Compensation

    For the 2024 fiscal year, the annual incentive plan (the “2024 AIP”) was approved with a design that reflects the Company’s focus as a primarily subscriber-based business with significant RMR. The metrics utilized in the 2024 AIP were selected to drive results in those categories that we believed would have the most significant impact on the success of our subscriber-based business. The metrics utilized for the 2024 fiscal year, as well as the respective weightings for each metric, are set forth in the table below. In order to achieve any payout on a metric, a threshold performance level was required to be met, which would result in a 50% payout for that metric. Bonus payouts were also subject to a maximum of 200% of target; performance above maximum would not result in any additional payout. The Compensation Committee seeks to set the targets at a level that is challenging but attainable based on the Company’s business plan in order to provide an appropriate incentive, while payouts above target requires over-performance. Thresholds are set to ensure that if performance is below a level that the Compensation Committee deems appropriate, no bonus payment will be made in respect of that metric. In addition, the Compensation Committee retains discretion to adjust the payout levels under the AIP, including to reflect the Company’s performance more broadly or an executive’s individual performance. The Compensation Committee did not exercise any such discretion under the 2024 AIP.

  46. Annual Incentive Compensation

    | Performance Metric | Weighting | Target | Actual Performance | Performance as a % of Target | Weighted Business Performance | | Adjusted EBITDA ($ Millions) (1) | 50% | $2,577 | $2,578 | 100.05% | 51% | | Ending Recurring Monthly Revenue (RMR) ($ Millions)(2) | 50% | $361.5 | $359.5 | 99.45% | 44% | | TOTAL | | | | | 95% |

  47. Annual Incentive Compensation

    (1) Adjusted EBITDA is a non-GAAP metric. See below for definition of this non-GAAP metric. Ending RMR is generated by contractual recurring fees for monitoring and other recurring services provided to our CSB customers, including contracts monitored but not owned.

  48. Annual Incentive Compensation

    | | 2025 PROXY STATEMENT | 31 |

  49. Annual Incentive Compensation

    The Company’s performance against the metrics presented above resulted in an annual bonus payout to NEOs under the 2024 AIP at 95% of target. The following table summarizes the calculation of bonuses for fiscal year 2024 paid to each of the NEOs.

  50. Annual Incentive Compensation

    | Name | Base Salary | Bonus Target % | Bonus Target | Business Performance | Actual Bonus Paid for Fiscal Year 2024 | Payout as a Percent of Target | | James D. DeVries | $1,164,154 | 150% | $1,746,231 | 95% | $1,658,919 | 95% | | Jeffrey A. Likosar | $757,150 | 100% | $757,150 | 95% | $719,293 | 95% | | David Scott | $491,625 | 80% | $393,300 | 95% | $373,635 | 95% | | David W. Smail | $590,947 | 100% | $590,947 | 95% | $561,399 | 95% | | Donald M. Young | $605,720 | 100% | $605,720 | 95% | $575,434 | 95% | | Jamie E. Haenggi (1) | $214,635 | 100% | $214,635 | 95% | $203,903 | 95% |

  51. Annual Incentive Compensation

    (1) Ms. Haenggi served as our Executive Vice President, Solar until her separation from the Company on May 17, 2024 at which time she began providing advisory consulting services to the Company, on an as-needed basis from May 18, 2024 through December 31, 2024. In accordance with the terms of her Separation Agreement dated May 17, 2024, her 2024 AIP award is based on the number of full months completed from the beginning of the fiscal year through the date of her separation from service and the actual achievement of the performance goals. The base salary reflected in the table above represents the base salary Ms. Haenggi earned through the end of April, and therefore represented the base salary considered for determination of her annual bonus.

  52. Long-Term Equity Compensation

    Long-Term Equity Compensation The Company’s long-term incentive compensation program is designed to provide a significant portion of our executive's compensation opportunity in equity-based instruments. We believe that long-term equity compensation is important to ensure that the interests of our executives are aligned with those of our stockholders, thus promoting value-creation for our stockholders. The annual equity award grant process occurs in conjunction with the Compensation Committee's annual assessment of executive's individual performance and potential and takes into account the competitive compensation landscape. In addition to annual grants, the Company may make equity grants in certain other circumstances, such as for new hires or promotions, or to recognize an individual’s extraordinary contributions to the Company. Our Board of Directors adopted, and our stockholders approved, our 2018 Omnibus Incentive Plan (as amended, the “Omnibus Incentive Plan”), pursuant to which we are permitted to grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and other stock-based awards as permitted under the Omnibus Incentive Plan. The Omnibus Incentive Plan is designed to align the interests of our management team with those of our stockholders.

  53. 2024 Long-Term Incentive Plan Equity Awards

    2024 Long-Term Incentive Plan Equity Awards For fiscal year 2024, awards of equity under our annual long-term incentive program (the “2024 LTIP”) were delivered to our Named Executive Officers in the form of non-qualified stock options. In determining to grant stock options in lieu of RSUs, which had been the form of the 2023 LTIP grants, the Compensation Committee gave significant consideration to the fact that stock options do not provide

  54. 2024 Long-Term Incentive Plan Equity Awards

    | 32 | 2025 PROXY STATEMENT | |

  55. 2024 Long-Term Incentive Plan Equity Awards

    any value to the executive unless the Company’s stock price increases following the grant date of the stock options. Therefore, the Compensation Committee considered that stock options would create a strong incentive for executives to drive increased long-term sustainable stockholder value, more strongly aligning interests of executives with those of our stockholders than in the case of RSUs. The following table describes the general terms and conditions applicable to stock options under our 2024 LTIP:

  56. 2024 Long-Term Incentive Plan Equity Awards

    | Grant Type | Vesting | Other Terms & Conditions | | Stock Options | Generally, one-third per year, subject to continued employment through each applicable vesting date. | Granted with an exercise price equal to the closing price of the Company’s Common Stock on the date of grant and expire on the 10th anniversary of the date of grant unless forfeited earlier. |

  57. 2024 Long-Term Incentive Plan Equity Awards

    Target 2024 long-term incentive opportunities for Messrs. DeVries, Likosar, Scott, Smail, and Young, were approved in early 2024. Ms. Haenggi did not receive a grant of long-term incentive awards in 2024. Target 2024 long-term incentive opportunities and the number of Stock Options awarded to our NEOs are set forth in the table below:

  58. 2024 Long-Term Incentive Plan Equity Awards

    | Name | Aggregate Value of 2024 LTI Award (1) | Stock Options Awarded (#) | | James D. DeVries | $9,652,303 | 3,755,760 | | Jeffrey A. Likosar | $1,835,712 | 714,285 | | David Scott | $864,055 | 345,622 | | David W. Smail | $1,184,331 | 460,829 | | Donald M. Young | $1,184,331 | 460,829 |

  59. 2024 Long-Term Incentive Plan Equity Awards

    (1) Amounts in this column show the grant date fair value of the Stock Option awards granted to the NEOs. These amounts reflect the fair value of the entire amount of the award calculated in accordance with FASB ASC Topic 718. For grants of stock options, amounts are computed by multiplying the fair value of the award (as determined under the Black-Scholes option pricing model) by the total number of options granted.

  60. Severance Benefits

    Severance Benefits Certain of our current executive officers, including Mr. Scott, may be eligible for certain benefits under either The ADT Inc. Severance Plan for U.S. Officers and Executives (the “Severance Plan”) or The ADT Corporation Change in Control Severance Plan (the “CIC Severance Plan”), depending upon the circumstances leading to their termination of service or employment with the Company. In the case of the CIC Severance Plan, a “double trigger” is required (i.e., a change in control, plus a qualifying termination of employment) before benefits become available to the executives covered by that plan. We believe that the benefits available to executives under these plans are equitable in comparison to the broader market. Details with respect to the key provisions of the severance plans currently in effect and the payments and benefits that would be payable under the plans are set forth in the section titled “—Potential Payments Upon Termination or Change in Control” below. Severance for our other current NEOs would be pursuant to the terms of their respective employment arrangements. Details with respect to the payments and benefits that would be payable under the employment arrangements are set forth in the section titled “—Potential Payments upon Termination or Change in Control” below. In the case of Ms. Haenggi, who terminated employment with us in 2024, the actual payments and benefits she received in connection with such termination are also set forth in such section.

  61. Equity Grant Practices

    Equity Grant Practices The Company’s practice is to grant annual equity awards to eligible employees on or after the second trading day after financial and other information about the Company has been widely released through a press release, newswire or periodic report filed with the SEC. This timing is designed to ensure that annual equity grants are made at a time when the market has the greatest amount of information concerning the Company’s performance, including its financial condition and results of operations, as is reasonably possible. All other equity grants during the year, which are generally comprised of new hire awards or other one-time grants, are made in conjunction with the Company’s Policy and Procedures for Granting Equity-Based Awards.

  62. Section 280G of the Code

    Section 280G of the Code Section 280G of the Code disallows a tax deduction with respect to certain payments to executives of companies that undergo a change in control, and Section 4999 of the Code imposes a 20% penalty on the individual receiving “excess parachute payments.” Generally, parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. We do not provide excise tax gross-ups to our NEOs, including those imposed by Section 4999 of the Code. Instead, the employment agreements with Messrs. DeVries, Likosar and Young, each provide for a best-net cutback, whereby if the adverse tax consequences described above were triggered, the executive would receive all relevant payments in full, but subject to the excise tax, or the payments would be reduced to the greatest amount that would not trigger such tax consequences, whichever results in the greater after-tax amount.

  63. Summary Compensation Table

    Summary Compensation Table The information set forth in the following table reflects compensation paid to or earned by the NEOs for fiscal years 2024, 2023 and 2022. The table reflects total compensation earned beginning in the later of fiscal year 2022 or the year an individual first became a NEO.

  64. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3) ($) | Option Awards (4) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | James D. DeVries | 2024 | 1,153,555 | — | 3,435,926 | 9,652,303 | 1,658,919 | 243,935 | 16,144,638 | | Chairman, President and | 2023 | 1,114,546 | — | 5,977,119 | — | 1,501,589 | 243,553 | 8,836,807 | | Chief Executive Officer | 2022 | 1,076,856 | — | 5,775,000 | — | 1,733,366 | 241,022 | 8,826,244 | | Jeffrey A. Likosar | 2024 | 750,257 | — | 946,089 | 1,835,712 | 719,293 | 81,680 | 4,333,031 | | President, Corporate Development and | 2023 | 724,886 | — | 1,149,994 | — | 851,076 | 86,047 | 2,812,003 | | Transformation, and Chief Financial Officer | 2022 | 700,373 | — | 1,149,999 | — | 901,887 | 79,620 | 2,831,879 | | David Scott | 2024 | 487,149 | | | 864,055 | 373,635 | 240,354 | 1,965,193 | | Executive Vice President and Chief People and Administration Officer | | | | | | | | | | David W. Smail | 2024 | 585,566 | — | — | 1,184,331 | 561,399 | 48,470 | 2,379,766 | | Executive Vice President and | 2023 | 565,765 | — | 749,998 | — | 355,710 | 56,818 | 1,728,291 | | Chief Legal Officer | 2022 | 546,633 | 75,000 | 749,995 | — | 542,738 | 60,653 | 1,975,019 | | Donald M. Young | 2024 | 600,206 | — | 3,773,873 | 1,184,331 | 575,434 | 56,787 | 6,190,631 | | Executive Vice President and | 2023 | 579,909 | — | 749,998 | — | 520,861 | 67,961 | 1,918,729 | | Chief Operating Officer | 2022 | 560,298 | — | 749,995 | — | 721,510 | 6,596 | 2,038,399 | | Jamie E. Haenggi (7) | 2024 | 310,253 | — | 3,234,749 | | 203,903 | 1,146,307 | 4,895,212 | | Former Executive Vice President. Solar | 2023 | 564,067 | — | 749,998 | | 506,633 | 8,917 | 1,829,615 | | | 2022 | 550,000 | — | 749,995 | | 491,260 | 8,209 | 1,799,464 |

  65. Summary Compensation Table

    (1) The amount for Mr. Smail in 2022 represents the value of a discretionary bonus awarded to him in connection with his role in developing the Company’s partnership with State Farm and integrating the Company and State Farm teams to initiate a strong working partnership. (2) The values in the “Stock Awards” column for fiscal years 2023 and 2022 reflect the following: • 2023: The grant date fair value of RSU awards made to Messrs. DeVries, Likosar, Scott, Smail, Young and Ms. Haenggi, in connection with the 2023 LTIP. • 2022: The grant date fair value of RSU awards made to Messrs. DeVries, Likosar, Scott, Smail, Young and Ms. Haenggi, in connection with the 2022 LTIP. (3) The values in the "Stock Awards" column for Messrs. DeVries, Likosar, Young and Ms. Haenggi in fiscal year 2024 does not represent an additional grant of equity awards or any other payment or grant to the applicable executive. As noted in the section “Distributed Shares and Top-Up Options”, certain actions were taken in 2024 with respect to outstanding equity awards that related to the period prior to the IPO to remove or modify a performance condition that was for the benefit of our sole equity owner prior to the IPO. This resulted in a non-cash accounting charge that is required to be reported here in accordance with SEC rules as though it were an additional grant to the executive. The amount reported was computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation,” (“FASB ASC Topic 718”). Note that the non-cash accounting charge associated with the Top-Up Options was $0 for each executive, and so no such charge is reflected in the “Option Awards” column. (4) The values in the “Option Awards” column represents for Messrs. DeVries, Likosar, Scott, Smail and Young represents the fair value associated with the grant of non-qualified stock options made in connection with the 2024 LTIP. For additional information please refer to the section "Distributed Shares and Top-Up Options". (5) The amounts reported in this column were earned under our annual cash incentive bonus program for the applicable year, which is described above. See “Executive Compensation—Annual Incentive Compensation.” (6) Details with respect to the amounts in this column are set forth in the “All Other Compensation” table below. Ms. Haenggi's full-time employment with the Company ended on May 17, 2024, at which time she began providing advisory consulting services to the Company, on an as-needed basis from May 18, 2024 through December 31, 2024. Base salary includes the balance of unused paid time off and consulting fees earned in 2024.

  66. Summary Compensation Table

    | | 2025 PROXY STATEMENT | 37 |

  67. Summary Compensation Table—All Other Compensation

    Summary Compensation Table—All Other Compensation The components of the “All Other Compensation” column in the Summary Compensation Table for each NEO are shown in the following table.

  68. Summary Compensation Table—All Other Compensation

    | Name | Fiscal Year | Retirement Plan Contributions(1) ($) | Miscellaneous(2) ($) | Total All Other Compensation ($) | | James D. DeVries | 2024 | 132,757 | 111,178 | 243,935 | | Jeffrey A. Likosar | 2024 | 80,067 | 1,613 | 81,680 | | David Scott | 2024 | 29,140 | 211,214 | 240,354 | | David W. Smail | 2024 | 47,064 | 1,406 | 48,470 | | Donald M. Young | 2024 | 56,053 | 734 | 56,787 | | Jamie E. Haenggi | 2024 | 7,607 | 1,138,700 | 1,146,307 |

  69. Summary Compensation Table—All Other Compensation

    (1) Amounts represent matching contributions made by the Company on behalf of each NEO to its tax-qualified 401(k) RSIP and to its non-qualified SSRP, as applicable. SSRP employer contributions are reported in the year earned rather than the successive year when the contribution amount is finalized. (2) Miscellaneous compensation in fiscal year 2024 includes: (i) for Mr. DeVries, $34,200 related to certain reimbursed housing expenses, $32,230 in certain work-related travel expenses that did not qualify as reimbursable business expenses, and an additional payment in 2024 equal to $43,100 as a reimbursement of the taxes on the aforementioned expenses; (ii) the value of Company-paid contributions for life insurance benefits for all NEOs; (iii) for Mr. Scott, relocation benefits valued at $206,937 and (iv) for Ms. Haenggi a severance payment in the amount of $1,138,500 as described below under “Potential Payments upon Termination or Change in Control—Severance Payments and Benefits under Employment Agreements with NEOs”.

  70. Grants of Plan-Based Awards in Fiscal 2024 Table

    Grants of Plan-Based Awards in Fiscal 2024 Table The following table shows grants of plan-based awards granted to our NEOs during fiscal year 2024. All numbers have been rounded to the nearest whole dollar or share.

  71. Grants of Plan-Based Awards in Fiscal 2024 Table

    | Name | Grant Type | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise of Base Price of Option Awards ($/Sh) (1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | James D. DeVries | 2024 AIP(3) | | | 873,116 | 1,746,231 | 3,492,462 | — | — | — | — | | | LTIP-Stock Options(4) | 3/8/2024 | 3/8/2024 | — | — | — | — | 3,755,760 | — | 9,652,303 | | | Acct Mod. Cost(5) | | | — | — | — | — | — | — | 3,435,926 | | Jeffrey A. Likosar | 2024 AIP(3) | | | 378,575 | 757,150 | 1,514,300 | — | — | — | — | | | LTIP-Stock Options(4) | 3/8/2024 | 3/8/2024 | — | — | — | — | 714,285 | — | 1,835,712 | | | Acct Mod. Cost(5) | | | — | — | — | — | — | — | 946,089 | | David Scott | 2024 AIP(3) | | | 196,650 | 393,300 | 786,600 | — | — | — | — | | | LTIP-Stock Options(4) | | | — | — | — | — | 345,622 | — | 864,055 | | David W. Smail | 2024 AIP(3) | | | 295,474 | 590,947 | 1,181,894 | — | — | — | — | | | LTIP-Stock Options(4) | 3/8/2024 | 3/8/2024 | — | — | — | — | 460,829 | — | 1,184,331 | | Donald M. Young | 2024 AIP(3) | | | 302,860 | 605,720 | 1,211,440 | — | — | — | — | | | LTIP-Stock Options(4) | 3/8/2024 | 3/8/2024 | — | — | — | — | 460,829 | — | 1,184,331 | | | Acct Mod. Cost(5) | | | — | — | — | — | — | — | 3,773,873 | | Jamie E. Haenggi 6 | 2024 AIP(3) | | | 107,318 | 214,635 | 429,270 | — | — | — | — | | | Acct Mod. Cost(5) | | | — | — | — | — | — | — | 3,234,749 |

  72. Grants of Plan-Based Awards in Fiscal 2024 Table

    (1) The exercise price for the stock options reported in this column was $6.51 per share. (2) Amounts in this column show the grant date fair value of the Stock Option awards granted to the NEOs. These amounts reflect the fair value of the entire amount of the award calculated in accordance with FASB ASC Topic 718. For grants of stock options, amounts are computed by multiplying the fair value of the award (as determined under the Black-Scholes option pricing model) by the total number of options granted. (3) Under our 2024 AIP, each NEO is eligible to receive an annual cash incentive bonus for the fiscal year, the amount of which varies depending on the degree of attainment of certain performance goals, and evaluation of individual performance, as described in “Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Incentive Compensation.” Amounts reported in columns (a) through (c) represent the potential amount of the bonus if performance goals were attained at threshold, target, or maximum levels. (4) Amounts represent grants of non-qualified stock options with respect to our long-term incentive program and are described more fully in the Outstanding Equity Awards at Fiscal 2024 Year-End Table. (5) Amounts in the “Grant Date Fair Value of Stock and Option Awards” column reflect the incremental fair value associated with the modification of Messrs, DeVries, Likosar, Young and Ms. Haenggi’s Legacy Awards. As noted in the section "Distributed Shares and Top-Up Options”, this does not represent an additional grant or payment to the executive, but is a non-cash accounting charge that is required to be reported in this table pursuant to SEC rules. See footnotes (3) and (4) to the “Stock Awards” and “Option Awards” columns, respectively, of the “Summary Compensation Table” above and the section “Distributed Shares and Top-Up Options” for additional information. Ms. Haenggi's actual 2024 AIP award was prorated based on the number of days worked during the performance period in accordance with her Separation Agreement.

  73. Grants of Plan-Based Awards in Fiscal 2024 Table

    | | 2025 PROXY STATEMENT | 39 |

  74. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    Outstanding Equity Awards at Fiscal 2024 Year-End Table The following table shows equity awards outstanding as of December 31, 2024 for each of the NEOs. All numbers (other than exercise prices) have been rounded to the nearest whole dollar or share.

  75. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: (#) Exercisable(1) | Number of Securities Underlying Unexercised Options: (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(8) | Market Value of Shares or Units of Stock That Have Not Vested ($)(9) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(10) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(9) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | James D. DeVries | 1/18/2018(2) | 1,163,560 | — | 387,853 | 13.30 | 1/18/2028 | 809,313 | 5,592,353 | 559,597 | 3,866,815 | | | 1/18/2018(3) | 288,865 | — | — | 13.30 | 1/18/2028 | — | — | — | — | | | 9/4/2018(4) | 1,000,000 | — | — | 8.49 | 9/4/2028 | — | — | — | — | | | 3/14/2019(5) | 1,076,555 | — | — | 5.48 | 3/14/2029 | — | — | — | — | | | 3/9/2020(6) | 1,202,458 | — | — | 5.27 | 3/9/2030 | — | — | — | — | | | 3/8/2024(7) | — | — | 3,755,760 | 6.51 | 3/8/2034 | — | — | — | — | | Jeffrey A. Likosar | 1/18/2018(2) | 1,192,233 | — | 397,410 | 13.30 | 1/18/2028 | 157,474 | 1,088,145 | 573,387 | 3,962,104 | | | 1/18/2018(3) | 131,302 | — | — | 13.30 | 1/18/2028 | — | — | — | — | | | 3/14/2019(5) | 239,234 | — | — | 5.48 | 3/14/2029 | — | — | — | — | | | 3/9/2020(6) | 1,231,762 | — | — | 5.27 | 3/9/2030 | — | — | — | — | | | 3/8/2024(7) | — | — | 714,285 | 6.51 | 3/8/2034 | — | — | — | — | | David Scott | 3/8/2024(7) | — | — | 345,622 | 6.51 | 3/8/2034 | — | — | — | — | | David W. Smail | 3/14/2019(5) | 358,851 | — | — | 5.48 | 3/14/2029 | 102,701 | 709,664 | — | — | | | 3/9/2020(6) | 130,562 | — | — | 5.27 | 3/9/2030 | — | — | — | — | | | 3/8/2024(7) | — | — | 460,829 | 6.51 | 3/8/2034 | — | — | — | — | | Donald M. Young | 1/18/2018(2) | 1,068,480 | — | 356,159 | 13.30 | 1/18/2028 | 102,701 | 709,664 | 614,637 | 4,247,142 | | | 1/18/2018(3) | 78,781 | — | — | 13.30 | 1/18/2028 | — | — | — | — | | | 3/14/2019(5) | 143,540 | — | — | 5.48 | 3/14/2029 | — | — | — | — | | | 3/9/2020(6) | 1,261,070 | — | — | 5.27 | 3/9/2030 | — | — | — | — | | | 3/8/2024(7) | — | — | 460,829 | 6.51 | 3/8/2034 | — | — | — | — | | Jamie E. Haenggi | 1/18/2018(2) | 915,840 | — | 305,279 | 13.30 | 1/18/2028 | 102,701 | 709,664 | 526,832 | 3,640,409 | | | 1/18/2018(3) | 78,781 | — | — | 13.30 | 1/18/2028 | — | — | — | — | | | 3/9/2020(6) | 360,306 | — | — | 5.27 | 3/9/2030 | — | — | — | — |

  76. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    (1) Represents stock options granted under the Omnibus Incentive Plan. Stock options granted to the NEOs expire on the 10th anniversary of the grant date. (2) Represents the Top-Up Options granted under the Omnibus Incentive Plan in connection with the redemption of each NEO's Class B Units. The performance-based stock options (i.e., the Tranche B Options) reflected in column (d) will vest in accordance with vesting requirements described in "Distributed Shares and Top-Up Options". (3) Represents stock options granted in connection with our IPO, which are fully vested. (4) Represents stock options granted in connection with Mr. DeVries’ promotion to the role of CEO which became fully vested on December 1, 2021. (5) Represents stock options granted as part of the 2019 LTIP, with the exception of Mr. Smail whose amount represents a portion of his initial award upon joining the Company which were subject to a three-year cliff vesting schedule and became fully vested on the third anniversary of the grant date. Stock options vest as to approximately one-third of the shares subject to the stock option on each of the first three anniversaries of the grant date. Represents stock options granted in 2020 that vested as to approximately one-third of the shares subject to the stock option on each of the first three anniversaries of the grant date.

  77. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | 42 | 2025 PROXY STATEMENT | |

  78. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    Represents stock options granted in 2024 that vest as to approximately one-third of the shares subject to the stock option on each of the first three anniversaries of the grant date. (8) Represents unvested RSUs granted under the Omnibus Incentive Plan and also includes dividend equivalent units granted with respect to such RSUs in connection with dividends paid on the Company’s Common Stock following the grant date. The table below shows on a grant-by-grant basis the vesting schedules related to the unvested RSU awards. (9) The values in these columns are based on the $6.91 closing price of our Common Stock on December 31, 2024, the last trading day prior to the end of our last completed fiscal year. (10) Represents unvested Distributed Shares subject to performance-based vesting requirements described in "Distributed Shares and Top-Up Options".

  79. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | Name | Grant Date | Vesting Schedule | | James D. DeVries | 3/2/2022 | 260,434 unvested RSUs (including dividend equivalent units) became fully vested on March 2, 2025. | | | 3/1/2023 | 548,879 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 1, 2025 and 2026. | | Jeffrey A. Likosar | 3/2/2022 | 51,866 unvested RSUs (including dividend equivalent units) became fully vested on March 2, 2025. | | | 3/1/2023 | 105,608 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 1, 2025 and 2026. | | David W. Smail | 3/2/2022 | 33,827 unvested RSUs (including dividend equivalent units) became fully vested on March 2, 2025. | | | 3/1/2023 | 68,874 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 1, 2025 and 2026. | | Donald M. Young | 3/2/2022 | 33,827 unvested RSUs (including dividend equivalent units) became fully vested on March 2, 2025. | | | 3/1/2023 | 68,874 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 1, 2025 and 2026. | | Jamie E. Haenggi | 3/2/2022 | 33,827 unvested RSUs (including dividend equivalent units) became fully vested on March 2, 2025. | | | 3/1/2023 | 68,874 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 1, 2025 and 2026. |

  80. Stock Vested in Fiscal 2024 Table

    Stock Vested in Fiscal 2024 Table The following table sets forth information regarding RSUs and restricted stock that vested during fiscal year 2024. All numbers have been rounded to the nearest whole dollar or share, where applicable.

  81. Stock Vested in Fiscal 2024 Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | James D. DeVries | — | — | 1,291,752 | 9,452,173 | | Jeffrey A. Likosar | — | — | 721,089 | 5,286,885 | | David W. Smail | — | — | 93,953 | 685,857 | | Donald M. Young | — | — | 708,591 | 5,197,300 | | Jamie E. Haenggi | — | — | 620,785 | 4,552,804 |

  82. Stock Vested in Fiscal 2024 Table

    The values realized are based on the closing price of our Common Stock on the applicable vesting or exercise dates.

  83. Stock Vested in Fiscal 2024 Table

    | | 2025 PROXY STATEMENT | 43 |

  84. Non-Qualified Deferred Compensation for Fiscal 2024

    Non-Qualified Deferred Compensation for Fiscal 2024 The following table sets forth information related to the non-qualified deferred compensation accounts of our NEOs as of December 31, 2024.

  85. Non-Qualified Deferred Compensation for Fiscal 2024

    | | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | | (a) | (b) | (c) | (d) | (e) | | James D. DeVries | 120,757 | 120,757 | 256,426 | — | 2,073,399 | | Jeffrey A. Likosar | 68,067 | 68,067 | 424,168 | — | 1,672,479 | | David Scott | 41,309 | 12,638 | 3,511 | | 65,403 | | David W. Smail | 35,064 | 35,064 | 58,930 | | 515,539 | | Donald M. Young | 111,317 | 50,426 | 313,466 | — | 5,632,191 |

  86. Non-Qualified Deferred Compensation for Fiscal 2024

    (1) The amounts shown in columns (a) and (b) reflect employee and Company contributions, respectively, under the SSRP, the Company’s non-qualified retirement savings plan during fiscal 2024. All of the amounts in columns (a) and (b) are included in the Summary Compensation Table under the column heading “Salary” and “All Other Compensation,” respectively. (2) The amounts shown in this column include earnings (or losses) on each respective NEO's notional account in the SSRP. The SSRP is a non-qualified deferred compensation plan that operates in conjunction with our RSIP. A participant must designate the portion of the credits to his account that will be allocated among the various measurement funds. If no such designation is made, credits to a participant’s account are allocated to one or more measurement funds as determined by the SSRP’s plan administrator. Participant notional account balances are credited daily with the rate of return earned by the applicable measurement fund. The measurement funds for the SSRP are consistent with those funds available under the Company’s RSIP. For fiscal 2024, (i) Mr. DeVries elected to make pre-tax contributions equal to 5% of his base salary and 5% of his performance bonus, (ii) Mr. Likosar elected to make Roth post-tax contributions equal to 5% of his base salary and 5% of his performance bonus, (iii) Mr. Scott elected to make pre-tax contributions equal to 7% of his base salary and 7% of his performance bonus, (iv) Mr. Smail elected to make pre-tax contributions equal to 5% of his base salary and 5% of his performance bonus, (v) Mr. Young elected to make pre-tax contributions equal to 11% of his base salary and 11% of his performance bonus, and (vi) Ms. Haenggi did not elect to make contributions to the SSRP. The Company made matching contributions equal to 50% of the first 5% of eligible pay contributed by each eligible executive. An additional Company contribution was made in 2024 based on Plan eligibility requirements. Under the terms of the SSRP, eligible executives may elect to defer up to 50% of their base salary and up to 80% of their performance bonus. A participant is always fully vested in the participant’s own contributions and vests in the Company contributions after completing three years of service from the date of hire, subject to full vesting upon death, disability, retirement (e.g., (i) age 55 and (ii) a combination of age and years of service at separation totaling at least 60), or a change in control. Distributions are made in either a lump sum or in annual installments (up to 15 years) in accordance with a participant’s election. In the event a separation from service is due to a participant’s death or disability a distribution is made in a lump sum within 90 days of such event.

  87. Non-Qualified Deferred Compensation for Fiscal 2024

    | 44 | 2025 PROXY STATEMENT | |

  88. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following describes the potential severance payments and benefits our NEOs would be entitled to receive if their employment with the Company is terminated under various circumstances.

  89. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The following information relates to the relationship of the annual total compensation of the individual identified as our median compensated employee and the annual total compensation of Mr. DeVries, our Chairman President and CEO. The measurement date used for the CEO Pay Ratio was December 31, 2024, and as of such date our employee population consisted of 12,819 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary employees. To identify the “median employee” from our employee population, we used a “consistently applied compensation measure” that included base salary, bonus, overtime, and commissions, and such compensation was annualized for any individual who was employed less than the full year (other than temporary employees). The annual total compensation for the median employee was based on the same methodology used for calculating the total compensation of the CEO as set forth in the Summary Compensation Table. For the fiscal year ending December 31, 2024, our last completed fiscal year: • The annual total compensation of the individual identified as the median compensated employee of the Company (other than our CEO) was $72,008; and • The annual total compensation of our CEO, as reported in the Summary Compensation Table of this proxy statement, was $16,144,662. As a result, for fiscal year 2024, the ratio of the annual total compensation of Mr. DeVries, our Chairman, President and CEO, to the annual total compensation of the median compensated employee was 224 to 1.

  90. PAY RATIO DISCLOSURE

    | 50 | 2025 PROXY STATEMENT | |

  91. PAY RATIO DISCLOSURE

    The Company’s executive compensation philosophy is to pay for performance by providing compensation opportunities designed to align executives’ pay with the Company’s performance, measure the impact of performance against individual objectives and focus on producing sustainable long-term growth. A key component of our pay for performance strategy is to align management’s interests with interests of our stockholders through equity award grants which make up a substantial component of our executive compensation program. For further information concerning executive compensation for our named executive officers (NEOs), see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 22 of this Proxy Statement and the “Elements of Executive Compensation” on page 29 of this Proxy Statement. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation disclosed in the Summary Compensation Table and executive compensation “actually paid” (as defined in Item 402(v) of Regulation S-K) and certain measures of our financial performance.

  92. Pay versus Performance Disclosure Table

    Pay versus Performance Disclosure Table The following table discloses, for fiscal years 2020, 2021, 2022, 2023 and 2024, information on compensation “actually paid” to our principal executive officer, who is our CEO, and average compensation “actually paid” to our other non-CEO NEOs, alongside total shareholder return (TSR) and net income metrics, as well as the Company selected most important performance measure of Adjusted EBITDA. We believe Adjusted EBITDA is the most important performance measure in linking compensation actually paid to our NEOs because we use it for evaluating performance of our CEO and other NEOs, it is a predominant metric used in our annual incentive compensation plan and we use it for evaluation of our business performance, making budgeting decisions, and comparing our performance against that of our peer companies which in turn provides useful information to investors about our operating profitability (adjusted for certain items as described in the definition of Adjusted EBITDA on page 32). The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. “Compensation actually paid” includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, compensation “actually paid” amounts below differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation—Compensation Discussion and Analysis” section above.

  93. Pay versus Performance Disclosure Table

    | | | | Average Summary | Average Compensation | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO ($)(1)(2) | Compensation “Actually Paid” to CEO ($)(5) | Compensation Table Total for Non-CEO NEOs ($)(3)(4) | “Actually Paid” to Non-CEO NEOs ($)(5) | Company Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($)(6) | Net Income ($)(7) ($000) | Adjusted EBITDA(8) ($000) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 16,144,638 | 16,530,047 | 3,952,851 | 4,486,707 | 97.0 | 154.8 | 501,053 | 2,578,195 | | 2023 | 8,836,807 | 1,214,303 | 2,621,874 | (314,323) | 92.8 | 132.9 | 463,009 | 2,481,305 | | 2022 | 8,826,244 | 10,598,832 | 2,465,935 | 3,690,397 | 120.70 | 101.10 | 132,663 | 2,305,032 | | 2021 | 7,479,792 | 9,809,680 | 2,854,449 | 3,830,424 | 110.00 | 122.40 | (340,820) | 2,101,659 | | 2020 | 14,142,293 | 18,007,358 | 7,718,158 | 10,162,481 | 101.00 | 107.00 | (632,193) | 2,147,259 |

  94. Pay versus Performance Disclosure Table

    (1) The CEO for each year reported was James D. DeVries. (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. DeVries in the “Total” column of the Summary Compensation Table for each applicable year. (3) Non-CEO NEOs for each year reported were as follows: • 2024: Jeffrey A. Likosar, David Scott, David W. Smail, Donald M. Young and Jamie E. Haenggi (our former Executive Vice President, Solar). • 2023: Jeffrey A. Likosar, David W. Smail, Wayne K. Thorsen, Donald M. Young, Kenneth Porpora (our former Executive Vice President and Chief Financial Officer), Daniel M. Bresingham (our former Executive Vice President, Commercial) and Harriet K. Harty (our former Executive Vice President and Chief Administrative Officer. 2022: Kenneth Porpora; Jeffrey A. Likosar; Daniel M. Bresingham; David W. Smail; Donald M. Young and Keith F. Holmes (our former Executive Vice President and Chief Revenue Officer).

  95. Pay versus Performance Disclosure Table

    | | 2025 PROXY STATEMENT | 51 |

  96. Pay versus Performance Disclosure Table

    2021: Jeffrey A. Likosar; Daniel M. Bresingham; Donald M. Young; Keith F. Holmes and James P. Boyce (our former President and Chief Business Development Officer). • 2020: Jeffrey A. Likosar; Daniel M. Bresingham; Donald M. Young; Jamie E. Haenggi and James P. Boyce. (4) The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-CEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. (5) The dollar amounts reported in columns (c) and (e) represent the amount of compensation “actually paid” to the CEO and the average amount of compensation “actually paid” to the Non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The following table details the applicable adjustments that were made to the CEO’s and each Non-CEO NEO's total compensation for each year to determine the compensation “actually paid” (all amounts are averages for the Non-CEO NEOs other than the CEO). For purposes of determining the compensation “actually paid”, no value was included for the pension benefit adjustments, because the Company does not provide such benefits to the NEOs (including the CEO). For purposes of the following equity award adjustments, (a) no equity awards were cancelled due to a failure to meet vesting conditions and (b) no dividends were paid on the equity awards that were not otherwise reflected in fair value or total compensation:

  97. Pay versus Performance Disclosure Table

    | | | | Equity Award Adjustments | | | | | | | Year | Executives | Reported Summary Compensation Table Total ($) | Deduct Reported Value of Equity Awards ($)(a) | Add Year-End Value Of Unvested Equity Awards Granted In Year ($)(b) | Change In Value Of Unvested Equity Awards Granted In Prior Years ($)(b) | Change In Value Of Equity Awards Granted In Prior Years Which Vested In Year ($)(b) | Deduct Value Of Equity Awards Granted In Prior Year And Fail To Vest ($)(b) | Total Compensation “Actually Paid” ($) | | | | | | (i) | (ii) | (iii) | (iv) | | | 2024 | CEO | 16,144,638 | (13,088,229) | 9,689,865 | 2,427,783 | 1,355,990 | — | 16,530,047 | | | Non-CEO NEOs | 3,952,851 | (2,604,628) | 990,691 | 1,482,832 | 664,962 | — | 4,486,707 | | 2023 | CEO | 8,836,807 | (5,977,119) | 5,452,488 | (5,708,285) | (1,389,588) | — | 1,214,303 | | | Non-CEO NEOs | 2,621,874 | (1,271,424) | 911,422 | (2,154,631) | (421,564) | — | (314,323) | | 2022 | CEO | 8,826,244 | (5,775,000) | 6,742,711 | 2,016,362 | (1,211,485) | — | 10,598,832 | | | Non-CEO NEOs | 2,465,935 | (816,662) | 953,511 | 1,257,222 | (169,609) | — | 3,690,397 | | 2021 | CEO | 7,479,792 | (4,612,498) | 5,069,868 | 1,642,234 | 230,284 | — | 9,809,680 | | | Non-CEO NEOs | 2,854,449 | (1,099,997) | 995,458 | 1,067,010 | 13,503 | — | 3,830,424 | | 2020 | CEO | 14,142,293 | (10,931,453) | 16,069,483 | (250,649) | (1,022,317) | — | 18,007,358 | | | Non-CEO NEOs | 7,718,158 | (5,959,248) | 8,599,832 | (69,098) | (127,164) | — | 10,162,481 |

  98. Pay versus Performance Disclosure Table

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The amount reported in this column is subtracted from the Summary Compensation Table Total for the applicable year in connection with computing the amounts “actually paid”. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of such prior fiscal year. For purposes of the above equity award adjustments, no equity awards were cancelled due to a failure to meet vesting conditions and as such no deduction was included. Fair value or change in fair value, as applicable, was determined by reference to (a) for stock options (excluding the Top-Up Options), calculated using the Lattice model (i.e, the Company’s closing stock price and volatility and other market data such as the risk-free rate as of the valuation date), (b) for Top-Up Options, Distributed Shares and RSUs, the same valuation assumptions were used as at the time of grant (i.e., the Company’s closing stock price as of each valuation and measurement date). (6) The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the S&P North America Consumer Services Index, which is the industry peer group used by the Company for purposes of Item 201(e) of Regulation S-K. (7) Represents, in thousands, the amount of net income (loss), reflected in the Company’s audited financial statements for the year indicated. Adjusted EBITDA is Adjusted EBITDA from continuing operations. As a result of the divestiture of our commercial business, prior periods have been recast to present Adjusted EBITDA from continuing operations for all periods presented.

  99. Pay versus Performance Disclosure Table

    | 52 | 2025 PROXY STATEMENT | |

  100. Analysis of the Information presented in the Pay vs. Performance Table

    Analysis of the Information presented in the Pay vs. Performance Table

  101. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Compensation for our non-employee directors (other than directors who are employees of Apollo, Temasek or State Farm) consists of an annual cash retainer in the amount of $100,000 per year, paid on a quarterly basis in arrears, and an annual equity award of RSUs with a grant date fair value of approximately $150,000 and a one-year vesting term. In addition, non-employee directors who are chairs of the Audit, Compensation, and Nominating and Corporate Governance Committees will receive an additional annual cash retainer in the amount of $25,000, $20,000, and $15,000 per year, respectively, each of which will be paid in substantially equal quarterly installments in arrears. In September 2023 the Compensation Committee approved an additional annual cash retainer in the amount of $25,000 to be provided to the independent director who serves in the position of the Lead Independent Director. New directors who join our Board of Directors between annual meetings of our stockholders will receive a pro rata portion of cash and equity compensation based on the period of time from the date of their appointment to the Board of Directors to the date of the next annual meeting of stockholders. Our directors are also eligible to participate in our employee discount program with respect to certain services we provide to our customers. The following table sets forth information concerning the fiscal year 2024 compensation paid to our eligible non-employee directors.

  102. Director Compensation

    Director Compensation

  103. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Tracey R. Griffin | 100,000 | 150,000 | 250,000 | | Daniel Houston (3) | 29,396 | 142,623 | 172,019 | | Danielle Tiedt (3) | 29,396 | 142,623 | 172,019 | | Matthew E. Winter(2) | 150,000 | 150,000 | 300,000 | | Suzanne Yoon (3) | 11,141 | 112,603 | 123,744 | | Sigal Zarmi | 100,000 | 150,000 | 250,000 |

  104. Director Compensation

    (1) This column reflects the fair value of the awards granted to our independent non-employee directors on May 22, 2024, calculated in accordance with FASB ASC Topic 718, excluding estimated forfeitures. The fair value of RSUs is computed by multiplying the total number of shares subject to the award by the closing price of the Company’s Common Stock per share on the NYSE on the date of grant. RSUs granted to independent non-employee directors generally vest and the underlying units are converted to shares and delivered to independent non-employee directors on the first anniversary of the date of grant. The value of dividend equivalent units granted in connection with dividends paid on the Company’s Common Stock during fiscal year 2023 are excluded from the “Stock Awards” column. As of December 31, 2024, the total number of RSUs (inclusive of dividend equivalent units) outstanding for each of Mr. Winter, Ms. Griffin, Mr. Houston, Ms. Tiedt, Ms. Yoon and Ms. Zarmi was 20,892, 20,892, 19,713, 19,713, 15,312 and 20,892, respectively. (2) For 2024, Mr. Winter served as our Lead Independent Director and Audit Committee Chair. In accordance with the Company’s policy on granting awards to new directors who join our Board of Directors between annual meetings of our stockholders, Mr. Houston, Ms. Tiedt and Ms. Yoon received a prorated portion of cash and equity compensation based on the period of time from the date of their appointment to the Board of Directors to the date of the next annual meeting of stockholders.

  105. Director Compensation

    | | 2025 PROXY STATEMENT | 55 |