DEF 14A of Alarm.com Holdings, Inc.
Filed Apr 23, 2026 · FY20250001104659-26-047867
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board presently has eight members. All current directors have been nominated for re-election at the Annual Meeting by the Nominating and Corporate Governance Committee. If elected at the Annual Meeting, each of these nominees would serve until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation, retirement, disqualification or removal. Directors will hold office until his or her successor will be duly elected and qualified, or if earlier, such director’s death, resignation, retirement, disqualification or removal. All current directors were previously elected at the 2025 Annual Meeting with terms expiring at the 2026 Annual Meeting. Accordingly, each of the eight directors has been nominated for a one year term expiring at the 2027 Annual Meeting of Shareholders. It is our policy to invite directors and nominees for director to attend the Annual Meeting. All of our then-current directors attended the 2025 Annual Meeting of Stockholders in person.
Director Nominees
Director Nominees The following is a brief biography of each nominee for director, and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this Proxy Statement. Donald Clarke, age 66, has served as a member of our Board since May 2014. Since December 2016, Mr. Clarke has served as a member of the board of directors of Commerce.com, Inc. (formerly BigCommerce Holdings, Inc.), a publicly traded ecommerce platform provider. From January 2014 through December 2021, Mr. Clarke served as the Chief Financial Officer for Plex Systems, Inc., a privately held cloud technology company, and previously also held the position of its interim Chief Executive Officer from October 2017 through November 2018. Prior to joining Plex, from March 2008 to March 2013, he served as the Chief Financial Officer for Eloqua, Inc., a then publicly held marketing automation company. Prior to Eloqua, Mr. Clarke served as Chief Financial Officer or President of several technology companies, including two publicly traded companies. He is a member of the American Institute of Certified Public Accountants and holds a B.S. in Accounting from Virginia Polytechnic Institute and State University. Our Board believes that Mr. Clarke’s experience in operations, strategy, accounting and financial management at both publicly and privately held companies qualifies him to serve on the Board. Rear Admiral (Ret.) Stephen Evans, age 60, has served as a member of our Board since February 2021. Admiral Evans retired in 2020 from the United States Navy where he most recently served as Special Advisor to the Commander, Naval Installations. Admiral Evans served as Senior Advisor, Deputy U.S. Military, NATO Military Committee from 2019 to 2020, as Commander, George H. W. Bush Carrier Strike Group from 2017 to 2019, as Commander, Naval Service Training Command from 2015 to 2017 and Senior Military Assistant to the 75th Secretary of the Navy from 2013 to 2015. Prior to that, during his more than twenty years of service in the United States Navy, Admiral Evans held a variety of leadership positions around the globe giving him an in-depth international perspective. Admiral Evans earned a B.A. at The Citadel a M.A. in National Security Affairs from the U.S. Naval War College and has attended Executive Education programs at Harvard’s John F. Kennedy School, the Massachusetts Institution of Technology, the University of Virginia Darden School of Business and the University of North Carolina Kenan-Flagler Business School. Our Board believes Admiral Evans’ experience in cyber defense, national security, public policy, governmental relations and leadership development qualifies him to serve on the Board. Cecile B. Harper, age 63, has served as a member of our Board since May 2024. Ms. Harper has served as the Chief Financial Officer and Chief Operating Officer of the College Foundation of the University of Virginia since October 2019. Since 2020, she has served on the board of directors of the investment management firm The Royce Fund. Ms. Harper spent 26 years from December 1993 to September 2019 at Southeastern Asset Management (“Southeastern”), an investment management firm. As a principal at Southeastern, Ms. Harper built the external relationships and internal infrastructure related to the revenue side of the business through the firm’s significant expansion. She was responsible for new client development, client retention and growth, service and communications during her tenure. Before joining Southeastern, Ms. Harper worked in the consulting group at IBM and at McKinsey & Company as a business analyst. Ms. Harper holds an M.B.A. from Harvard Business School and a B.A. from the University of Virginia. Our Board believes that Ms. Harper’s experience in strategic and financial planning, corporate governance and business development qualifies her to serve on the Board. Timothy McAdam, age 58, has served as chairman of our Board since April 2015 and has served as a member of our Board since July 2012. Mr. McAdam is a General Partner and Senior Advisor of TCV and has been in the technology investing industry since 1991. He currently serves on the board of directors of Vectra, a cybersecurity company; Oversight, an application software company; Perceptyx, a cloud-based software company serving the employment engagement space; Aviatrix, an infrastructure cloud software company; BenchSci, a cloud-based AI software company serving the pharmaceutical vertical; Passport Global, a shipping and logistics software business; and Roofr, a vertical SaaS company focused on the roofing vertical. Mr. McAdam holds a B.A. in Classics from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business. Our Board believes Mr. McAdam’s experience in building technology companies and his expertise as an investor in such companies qualifies him to serve on the Board. Darius G. Nevin, age 68, has served as a member of our Board since April 2016. Mr. Nevin is a member of G3 Capital Partners, LLC, a consulting company, which has served as an adviser to private equity firms in the fields of security, telecommunications, and recurring services. He is also a member of G3 Investment Holdings, LLC, a related investment company. Since August 2022, he has been a member of the board of directors of Psychemedics Corporation (OTC Markets: PMDI), the world leader in hair-based drug testing. In April 2025, Mr. Nevin was appointed to the board of directors of AstroNova, Inc., a global leader in data visualization technologies, and serves as its executive chairman. Prior to cofounding G3 Capital Partners, LLC in October 2010, Mr. Nevin was chief financial officer of Protection One, Inc., a then publicly traded security systems monitoring and installation company, from 2001 until June 2010. He served as a director and chairperson of the audit committee of WCI Communities, Inc., a then publicly traded community developer and luxury homebuilder, from July 2013 through its acquisition in February 2017. Mr. Nevin earned an A.B. from Harvard College and an M.B.A. from the University of Chicago Booth School of Business. Our Board believes that Mr. Nevin’s experience in executive management of security monitoring companies and in developing and executing the operating and financing strategies at both publicly and privately held companies and his background in public company financial reporting qualifies him to serve on the Board. Stephen Trundle, age 57, has served as our Chief Executive Officer since January 2023. He previously served as our President and Chief Executive Officer from May 2003 and has been a member of our Board since October 2003. Previously, Mr. Trundle served in various positions with MicroStrategy Incorporated, including as Vice President of Technology and Chief Technology Officer. Mr. Trundle holds an A.B. in Engineering and an A.B. in Government from Dartmouth College. Our Board believes that Mr. Trundle’s extensive knowledge of our business and prior industry experience with technology qualifies him to serve on the Board. Timothy J. Whall, age 64, has served as a member of our Board since August 2021. Mr. Whall served as the Chief Executive Officer of ADT Inc. (ADT) from May 2016 until his retirement in November 2018, the President of ADT from May 2016 until September 2017 and as a member of the board of directors of ADT from May 2016 until October 2019. He was also President of Prime Borrower from July 2015 to
Director Nominees
March 2018. Previously, Mr. Whall served as the President, Chief Executive Officer and a member of the board of directors of Protection One, Inc. from June 2010 to March 2017. From 1990 to 2010, Mr. Whall served in a variety of roles with SecurityLink, GTCR, ADT, Honeywell, and Stanleyworks. Mr. Whall earned a B.A. in Personnel Management from Michigan State University. Our Board believes that Mr. Whall’s experience in executive management and directorship of companies in the security industry, extensive experience in mergers and acquisitions and his background in public company financial reporting qualifies him to serve on the Board. Simone Wu, age 61, has served as a member of our Board since February 2020. Ms. Wu served as the Senior Vice President, General Counsel, Corporate Secretary & External Affairs of Choice Hotels International, Inc. from 2015 until her retirement from the role in spring of 2026. She previously served as Senior Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer at Choice Hotels from 2012 to 2015. At Choice Hotels, she led the Legal, Public Policy, Risk Management, and Corporate Secretary functions and additionally managed the Partnership and Procurement Services, Public Policy, and Corporate Events functions at various points in time. Prior to joining Choice Hotels, Ms. Wu served in a variety of roles with XO Communications and its affiliates from 2001 to 2012, including as General Counsel and Corporate Secretary from 2006 to 2012. Earlier in her career, she held a variety of legal and business roles including with AOL and MCI, focusing on both domestic and international matters, and she began her legal career as an associate with Skadden, Arps, Slate, Meagher & Flom, primarily engaged in telecommunications regulatory, transactional, and privatization work. Ms. Wu earned a B.A. in Political Science from the University of Michigan and a J.D. from Columbia University. Our Board believes Ms. Wu’s extensive legal, executive and regulatory experience and expertise, particularly in corporate governance, business development, mergers and acquisitions, joint ventures, risk management, commercial transactions and intellectual property issues, qualifies her to serve on the Board. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Objectives, Philosophy and Elements of Executive Compensation
We focus on providing a competitive compensation package to each of our executive officers that provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. We do not have formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, we historically have structured a significant portion of the named executive officers’ total target compensation so that it is comprised of performance- based bonus opportunities and long-term equity awards granted based on performance, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.
2025 Executive Compensation Program
The 2025 base salaries listed in this column took effect on November 1, 2025, other than for Mr. Valenzuela, whose base salary was in effect from January 1, 2025 until his retirement in June 2025, and for Mr. Bradley, whose base salary went into effect upon his appointment to the Chief Financial Officer role in March 2025. The percentage increases reflected in this column assume that the 2025 base salaries listed in the table above became effective as of January 1, 2025. Note, however, that because the listed 2025 base salaries actually took effect on November 1, 2025 (other than for Mr. Bradley, whose base salary took effect on March 14, 2025), and were not retroactively effective to January 1, 2025, the percentage increases in 2025 base salaries actually paid during 2025 over 2024 base salaries were lower than the percentage increases reflected in this column (since the increased 2025 base salaries were only paid for a portion of the year). Annual Performance Bonus In April 2025, the Compensation Committee approved the 2025 annual cash bonus targets listed below for each named executive officer other than for Mr. Bradley and Mr. Valenzuela. Mr. Bradley’s target bonus was approved in March 2025 in connection with his appointment as Chief Financial Officer. Mr. Valenzuela’s compensation was not reviewed in April 2025 because he had transitioned out of the Chief Financial Officer role earlier in the year. Company policy specifies that fiscal year bonuses be calculated on a prorated basis to account for target bonus increases that occur during the fiscal year, by factoring in the previous target bonus for the portion of the fiscal year prior to the effective date of the increase, and the increased target bonus for the portion of the fiscal year after the effective date of the increase. The target bonus amounts are primarily based on applicable market data comparisons and input from our Chief Executive Officer.
2025 Executive Compensation Program
| Executive | 2025 Target Bonus ($)(1) | Percentage Increase from 2024 Target Bonus(2) | | Stephen Trundle | 250,000 | 0% | | Kevin Bradley | 120,000 | 200% | | Steve Valenzuela (former) | 246,500 | 0% | | Jeffrey Bedell | 313,500 | 0% | | Daniel Kerzner | 313,500 | 0% | | Daniel Ramos | 245,500 | 0% |
2025 Executive Compensation Program
(1) The 2025 target bonus for each applicable named executive officer was effective November 1, 2025, except for Mr. Bradley, whose target bonus was effective on March 14, 2025, and for Mr. Valenzuela, who retired from the Company in June 2025. (2) Mr. Bradley’s target bonus increase reflects his promotion and appointment to Chief Financial Officer in March 2025. In January 2025, the Compensation Committee approved the adoption of the executive bonus plan for our executive officers, including the named executive officers, for 2025 (the “Executive Bonus Plan”). The Executive Bonus Plan was designed to award cash incentive payments for performance in 2025 to participants based on our achievement of certain performance goals set by the Compensation Committee and included a three-tiered program based on achievement of two tiers relating to pre-established performance goals and a third tier under which the Compensation Committee, with input from our Chief Executive Officer (except with respect to his own performance), could adjust each named executive officer’s actual payout based on the individual performance of each officer. The Compensation Committee could also apply negative discretion in Tier 3, such that lower or no payout may be determined even if the relevant Tier 1 and Tier 2 goals were achieved. In no event could an executive officer receive more than 150% of his target bonus. The first two tiers, the payout formula and actual achievement are listed in the table below.
2025 Executive Compensation Program
| 2025 Performance Goals | Bonus Funding Formula | Achievement | | Tier 1: 2025 SaaS and license revenue | For each 1% achievement below target goal, target bonus payout is reduced by 2%, rounded to nearest 0.1% For each 1% achievement above target, target bonus payout is increased by 2%, rounded to nearest 0.1% | We exceeded the SaaS and license revenue target by 2.1%, resulting in a target payout increase of 4.2% | | Tier 2: 2025 Adjusted EBITDA | For each 1% achievement below target goal, target payout resulting from Tier 1 calculation is reduced by 1%, rounded to nearest 0.1% For each 1% achievement above target, target payout resulting from Tier 1 calculation is increased by 0.5%, rounded to nearest 0.1% | We exceeded the Adjusted EBITDA target by 7.5%, resulting in a target payout increase of 3.75% | | Total (including Tier 3) | | Target payout decrease of between 0.6% and 33.6% (i.e., approximately 71.8% to 107.4% target payout potential) |
2025 Executive Compensation Program
| Executive | Performance Achievement for 2025 as a Percentage of Target Bonus (%)(1) | 2025 Bonus Amount Paid ($) | | Stephen Trundle | 107.0% | 267,500 | | Kevin Bradley | 107.4% | 111,000 | | Steve Valenzuela (former) | 37.7% | 92,995 | | Jeffrey Bedell | 71.8% | 225,000 | | Daniel Kerzner | 107.0% | 335,500 | | Daniel Ramos | 101.8% | 250,000 |
2025 Executive Compensation Program
The percentages in this column were calculated using each named executive officer’s 2025 target bonus (as described above in “Annual Performance Bonus”). Mr. Bedell’s actual bonus payout was prorated to account for a personal leave of absence from August through December 2025. Mr. Valenzuela’s actual bonus payout was prorated to reflect his transition out of the Chief Financial Officer role in March 2025 and his subsequent retirement in June 2025. The annual cash incentive awards earned by our named executive officers for fiscal year 2025 performance are also set forth in the Summary Compensation Table below. Equity Awards The Compensation Committee determined that the 2025 equity grants for our named executive officers should consist of stock options and restricted stock unit awards. The Compensation Committee believes that stock options, which have historically been an important part of our equity compensation program, continue to be a key tool in serving to align the interests of our executive officers and our stockholders; stock options are inherently performance based, and automatically link executive pay to stockholder return, as the value realized, if any, by the executive from an award of stock options is dependent upon, and directly proportionate to, appreciation in stock price. Executives will only receive value from the stock option awards if the price of our common stock increases above the price at time of grant and remains above as the stock options continue to vest. Stock options also do not have downside protection, and the awards will not provide value to the holder when the stock price is below the exercise price. We have added restricted stock unit awards to our equity award mix in the last several years to align with peer company practices, and because we believe that it improves the balance and risk profile of our compensation program to include a form of award that does not rely solely on stock price appreciation in order to provide value. In connection with making its decision regarding our executive equity compensation program for 2025, the Compensation Committee reviewed market trends and data, prepared by Compensia, regarding equity award grant practices. For 2025, the Compensation Committee determined that equity awards vesting over time continued to be the most appropriate incentive structure for our executive officers to reward performance over time and achieve our retention objectives. Our time-based vesting schedules, which at five years are longer than most of those of our peer companies, deliver retention incentives over the long-term and, unlike awards that vest based on pre-determined financial or market goals, do not create incentives for inappropriate short-term risk-taking at the expense of realizing long-term value or the potential incentive for unethical conduct. In addition, we deliver a meaningful portion of compensation in the form of annual incentive compensation that is directly tied to, and incentivizes our executives to work towards, achievement of our key corporate goals. The Compensation Committee approved annual equity awards to our named executive officers for 2025 consisting of stock options and restricted stock units, to be granted May 22, 2025, to each of our named executive officers, as reflected in the table below. The Compensation Committee determined that each of the annual equity awards to the named executive officers should consist of a combination of stock options and restricted stock units for the reasons stated above, with the target value allocated (i) 36% to options and 64% to restricted stock units for Messrs. Bedell and Kerzner, (ii) 30% to options and 70% to restricted stock units for Messrs. Ramos and Bradley, and (iii) 41% to options and 59% to restricted stock units for Mr. Trundle, our Chief Executive Officer.
2025 Executive Compensation Program
| Executive | Stock Option Award (# of shares) | Restricted Stock Unit Award (# of shares) | | Stephen Trundle | 40,000 | 25,000 | | Kevin Bradley | 25,000 | 25,000 | | Steve Valenzuela (former) | — | — | | Jeffrey Bedell | 22,500 | 17,500 | | Daniel Kerzner | 22,500 | 17,500 | | Daniel Ramos | 14,000 | 14,000 |
2025 Executive Compensation Program
The Compensation Committee determined the size of each of the named executive officer’s 2025 annual equity award in its discretion, in the context of each named executive officer’s total compensation, taking into account the market data provided by Compensia in addition to the individual officer’s responsibilities and performance and the recommendations of the Chief Executive Officer (except as to his own performance) with respect to appropriate grants and any particular individual circumstances. The Compensation Committee determined that Mr. Trundle’s annual equity award was appropriate and reasonable in light of Mr. Trundle’s request that his compensation remain at the low end of the market data. Each of the stock option awards made in 2025 to each of the named executive officers each vest in sixty equal monthly installments on the 1st day of each calendar month beginning on June 1, 2025 (or April 1, 2025, in Mr. Bradley’s case), subject to the officer’s continued service with us through each such vesting date. Each of the named executive officers’ restricted stock unit awards, including Mr. Trundle’s, vests 20% on each anniversary of the grant date for a period of five years, subject to the officer’s continued service with us through each vesting date. In addition, as described further below, our named executive officers are eligible to participate in our 2015 Employee Stock Purchase Plan (“ESPP”) if they meet the requirements for participation in the ESPP.
Other Features of Our Executive Compensation Program
Other Features of Our Executive Compensation Program Employment Offer Letters The initial terms and conditions of employment for each of our named executive officers are set forth in employee offer letters. Each of our named executive officers is an at-will employee. Severance and Change in Control Benefits Our named executive officers are not entitled to any severance benefits upon a termination of employment. Other Programs Open to all Employees, Including 401(k) Plan, ESPP, Welfare and Health Benefits We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may make voluntary contributions from their eligible pay, up to certain applicable annual limits set by the Internal Revenue Code of 1986, as amended (the “Code”). In 2025, we matched 100% of employee contributions, up to 10% of earnings with an annual maximum company matching contribution of $5,000 in matching contributions per calendar year for each employee and such employee contributions are immediately and fully vested. Company matching contributions vest over four years ratably. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. We also offer our employees, including our executive officers, the opportunity to purchase shares of our common stock at a discount under our ESPP. Pursuant to the ESPP, all eligible employees, including the eligible named executive officers, may allocate up to the lesser of $15,000 or 10% of the participant’s base compensation for that year to purchase our stock at a 10% discount to the market price, subject to specified limits. In addition, we provide other benefits to our executive officers, including the named executive officers, on the same basis as to all of our full-time employees. These benefits include, but are not limited to, medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, and welfare and health benefits such as mental health services, a lifestyle subsidy and gym discounts. Our patent program rewards employees who are named as inventors on our pending patent applications and newly issued patents. Our named executive officers are also eligible to participate in this program on the same basis as all of our full-time employees. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites or other personal benefits to our executive officers, including the named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.
Other Compensation Policies and Practices
Other Compensation Policies and Practices Equity Awards Grant Delegation Policy The Compensation Committee has delegated authority to our Chief Executive Officer and Chief Financial Officer to grant equity awards to our employees (other than our executive officers), subject to the terms and conditions of an equity awards grant delegation policy. Such awards may be granted on scheduled grant dates to newly hired employees or to existing employees in connection with a promotion or in recognition of their contributions to the Company. In each instance, the policy provides for a limitation on the maximum size of any such awards. In the case of options to purchase shares of our common stock, the exercise price of such options must at least be equal to the fair market value of our common stock, which is defined as the closing price for our common stock as quoted on the Nasdaq Global Select Market on the date of grant, or, if the date of grant is a non-trading day (i.e., a weekend or holiday), then the determination date for fair market value will be the closing price for our common stock on the trading day immediately preceding the date of grant. Clawback Policy As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002. In addition, the Compensation Committee adopted a revised compensation recovery, or “clawback,” policy, effective December 1, 2023 (the “Revised Clawback Policy”), which states that, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under securities laws, the Company will recoup any erroneously awarded incentive-based compensation from the Company’s current and former executive officers. The Revised Clawback Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC’s final regulations on the subject, and Nasdaq’s listing standards on the subject. The Revised Clawback Policy supersedes the Company’s previous clawback policy which was in effect from May 2018 until the adoption of the Revised Clawback Policy. The Revised Clawback Policy is incorporated herein by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed February 19, 2026. Policy Prohibiting Hedging and Pledging of Our Equity Securities Our insider trading policy prohibits our employees, including our executive officers and directors, from engaging in short sales, hedging of stock ownership positions, and transactions involving derivative securities relating to our common stock. In addition, our directors and executive officers and any person required to comply with the blackout periods or pre-clearance requirements under our insider trading policy are prohibited from pledging Company securities as collateral for loans and may not hold Company securities in margin accounts.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to the following individuals during the years ended December 31, 2025, 2024, and 2023, as applicable: (i) Stephen Trundle, our Chief Executive Officer; (ii) Kevin Bradley, our Chief Financial Officer, and Steve Valenzuela, our former Chief Financial Officer; and (iii) Jeffrey Bedell, our President, Ventures Business and Corporate Strategy, Daniel Kerzner, our President, Platforms Business, and Daniel Ramos, our Chief Legal and Compliance Officer and Senior Vice President, Corporate Operations, our three other most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of our fiscal year ended December 31, 2025.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Stephen Trundle | 2025 | 295,001 | 1,423,500 | 994,471 | 267,500 | | 2,980,472 | | Chief Executive Officer | 2024 | 238,334 | 1,675,500 | 887,244 | 227,937 | — | 3,029,015 | | | 2023 | 210,000 | 1,287,500 | 669,076 | 270,999 | — | 2,437,575 | | Kevin Bradley | 2025 | 373,743 | 1,459,000 | 631,996 | 111,000 | 5,000(5) | 2,580,739 | | Chief Financial Officer | | | | | | | | | Steve Valenzuela | 2025 | 214,967 | — | — | 92,995 | 5,000(5) | 312,962 | | Chief Financial Officer (former) | 2024 | 395,834 | 837,750 | 369,685 | 218,364 | 5,000(5) | 1,826,633 | | | 2023 | 383,334 | 643,750 | 278,782 | 250,764 | 5,300(4) | 1,561,930 | | Jeffrey Bedell | 2025 | 426,001 | 996,450 | 559,390 | 225,000 | 5,000(5) | 2,211,841 | | President, Ventures Business and Corporate Strategy | 2024 | 411,501 | 1,172,850 | 517,559 | 277,627 | 5,000(5) | 2,384,537 | | | 2023 | 375,501 | 901,250 | 1,282,396 | 307,132 | 3,004(5) | 2,869,283 | | Daniel Kerzner | 2025 | 426,001 | 996,450 | 559,390 | 335,500 | 8,000(7) | 2,325,341 | | President, Platforms Business | 2024 | 411,501 | 1,172,850 | 517,559 | 287,146 | 5,300(4) | 2,394,356 | | | 2023 | 372,168 | 901,250 | 1,282,396 | 307,132 | 9,800(6) | 2,872,746 | | Daniel Ramos | 2025 | 383,252 | 797,160 | 348,065 | 250,000 | 5,000(5) | 1,783,477 | | Chief Legal and Compliance Officer and Senior Vice President, Corporate Operations | 2024 | 370,336 | 938,280 | 414,047 | 217,452 | 5,000(5) | 1,945,115 | | | 2023 | 355,001 | 721,000 | 312,236 | 249,319 | 5,000(5) | 1,642,556 |
Summary Compensation Table
(1) Amounts for fiscal year 2025 represent salary amounts actually paid to the named executive officers during 2025. See “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Base Salary” for further information regarding the amounts for fiscal year 2025 in this column. (2) The amounts in this column reflect the aggregate grant date fair value of the shares underlying restricted stock unit award or option awards (as applicable) granted in the applicable year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures and assumes that the named executive officer will perform the requisite service for the award to vest in full. The assumptions we used in valuing these equity awards are described in Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 19, 2026 and do not necessarily correspond to the actual economic value recognized or that may be recognized by the named executive officers. (3) Amounts for fiscal year 2025 represent amounts earned by the named executive officers during 2025 pursuant to our Executive Bonus Plan but paid in 2026. See “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Annual Performance Bonus” for further information regarding the amounts in this column. (4) Represents (i) a match of contributions to our 401(k) savings plan in the amount of $5,000 and (ii) a wellness subsidy in the amount of $300. (5) Represents a match of contributions to our 401(k) savings plan. (6) Represents (i) a match of contributions to our 401(k) savings plan in the amount of $5,000, (ii) a patent program award in the amount of $4,500 and (iii) a wellness subsidy of $300. Represents (i) a match of contributions to our 401(k) savings plan in the amount of $5,000 and (ii) a patent program award in the amount of $3,000.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows certain information regarding grants of plan-based awards during the fiscal year ended December 31, 2025 to our named executive officers.
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Name | Grant Type | Grant Date | Approval Date | Threshold ($) | Target ($)(2) | Maximum ($)(3) | | | | | | Stephen Trundle | Annual Stock Option Grant | 5/22/2025 | 4/17/2025 | — | — | — | — | 40,000(5) | 56.94 | 994,471 | | | Annual RSU Grant | 5/22/2025 | 4/17/2025 | — | — | — | 25,000 | — | — | 1,423,500 | | | Annual Performance-Based Cash Bonus | — | — | — | 250,000 | 375,000 | — | — | — | — | | Kevin Bradley | Annual Stock Option Grant | 3/17/2025 | 3/13/2025 | — | — | — | — | 25,000 | 58.36 | 631,996 | | | Annual RSU Grant | 3/17/2025 | 3/13/2025 | — | — | — | 25,000 | — | — | 1,459,000 | | | Annual Performance-Based Cash Bonus | — | — | — | 103,333 | 155,000 | — | — | — | — | | Steve Valenzuela (former) | Annual Stock Option Grant | — | — | — | — | — | — | — | — | — | | | Annual RSU Grant | — | — | — | — | — | — | — | — | — | | | Annual Performance-Based Cash Bonus | — | — | — | — | — | — | — | — | — | | Jeffrey Bedell | Annual Stock Option Grant | 5/22/2025 | 4/17/2025 | — | — | — | — | 22,500(5) | 56.94 | 559,390 | | | Annual RSU Grant | 5/22/2025 | 4/17/2025 | — | — | — | 17,500 | — | — | 996,450 | | | Annual Performance-Based Cash Bonus | — | — | — | 313,500 | 470,250 | — | — | — | — | | Daniel Kerzner | Annual Stock Option Grant | 5/22/2025 | 4/17/2025 | — | — | — | — | 22,500 (5) | 56.94 | 559,390 | | | Annual RSU Grant | 5/22/2025 | 4/17/2025 | — | — | — | 17,500 | — | — | 996,450 | | | Annual Performance-Based Cash Bonus | — | — | — | 313,500 | 470,250 | — | — | — | — | | Daniel Ramos | Annual Stock Option Grant | 5/22/2025 | 4/17/2025 | — | — | — | — | 14,000 (5) | 56.94 | 348,065 | | | Annual RSU Grant | 5/22/2025 | 4/17/2025 | — | — | — | 14,000 | — | — | 797,160 | | | Annual Performance-Based Cash Bonus | — | — | — | 245,500 | 368,250 | — | — | — | — |
Grants of Plan-Based Awards in Fiscal 2025
(1) The amounts set forth in these columns represent the target and maximum annual bonus amounts for each named executive officer for fiscal 2025 under our Executive Bonus Plan, and do not represent either additional or actual compensation earned by the named executive officers for the year ended December 31, 2025. The dollar value of the actual payments for these awards are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. For more information about our Executive Bonus Plan, see “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Annual Performance Bonus.” (2) The dollar amounts in this column represent each named executive officer’s prorated 2025 target annual bonus, in accordance with Company policy. See “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Annual Performance Bonus” for more information. (3) The dollar amounts in this column were calculated using each named executive officer’s prorated 2025 target annual bonus, in accordance with Company policy. See “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Annual Performance Bonus” for more information. The restricted stock unit awards were granted pursuant to our 2015 Equity Incentive Plan. The shares of our common stock subject to the restricted stock unit awards vest in five equal annual installments beginning on May 22, 2026, and in the case of Mr. Bradley beginning on March 17, 2026, subject to the officer’s continued service with us through each such vesting date. See “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity Awards.” These stock option awards were granted pursuant to our 2015 Equity Incentive Plan. The shares of our common stock subject to these stock options vest and become exercisable in sixty equal monthly installments on the 1st day of each calendar month beginning on June 1, 2025, subject to the officer’s continued employment through each such vesting date. See “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity Awards” for more information. (6) The option awards were granted pursuant to our 2015 Equity Incentive Plan with an exercise price equal to 100% of the fair market value of our common stock, which was $56.94 per share (excluding Mr. Bradley’s, which was $58.36 per share at the time of being appointed CFO), based on the closing market price of our common stock on the date of grant. (7) The dollar amounts in this column represent the aggregate grant date fair value of each option award and restricted stock unit award, as applicable, granted to the named executive officers in 2025, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures, and assumes that the named executive officer will perform the requisite service for the award to vest in full. The assumptions we used in valuing these awards are described in Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 19, 2026 and do not necessarily correspond to the actual economic value recognized or that may be recognized by our named executive officers.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information about outstanding and unexercised stock options and outstanding restricted stock unit awards that have not vested for each named executive officer as of December 31, 2025. All of Mr. Valenzuela’s outstanding equity awards that remained unvested as of his retirement on June 2, 2025 were forfeited as of that date.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
| | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable(2) | Number of securities underlying unexercised options (#) unexercisable(3) | Option exercise price(4) ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested(5) | | Stephen Trundle | 5/22/2025 | — | — | — | — | 25,000(6) | $1,275,500 | | | 5/22/2025 | 4,666 | 35,334(7) | 56.94 | 5/21/2035 | — | $— | | | 5/22/2024 | — | — | — | — | 20,000(8) | $1,020,400 | | | 5/22/2024 | 9,500 | 20,500(9) | 67.02 | 5/21/2034 | — | $— | | | 5/22/2023 | — | — | — | — | 15,000(10) | $765,300 | | | 5/22/2023 | 15,500 | 14,500(11) | 51.50 | 5/21/2033 | — | $— | | | 5/15/2022 | — | — | — | — | 10,000(12) | $510,200 | | | 5/15/2022 | 21,500 | 8,500(13) | 59.10 | 5/14/2032 | — | $— | | | 5/15/2021 | — | — | — | — | 5,000(14) | $255,100 | | | 5/15/2021 | — | 30,000(15) | 82.51 | 5/14/2031 | — | $— | | | 4/1/2020 | 30,000 | — | 37.94 | 3/31/2030 | — | $— | | | 4/1/2019 | 30,000 | — | 65.03 | 3/31/2029 | — | $— | | | 4/1/2018 | 30,000 | — | 37.74 | 3/31/2028 | — | $— | | | 5/15/2017 | 50,000 | — | 32.17 | 5/14/2027 | — | $— | | Kevin Bradley | 3/17/2025 | — | — | — | — | 25,000(16) | $1,275,500 | | | 3/17/2025 | 3,750 | 21,250(17) | 58.36 | 3/16/2035 | — | $— | | | 11/22/2023 | — | — | — | — | 22,000(18) | $1,122,440 | | | 11/22/2023 | 10,000 | 15,000(19) | 57.09 | 11/21/2033 | — | $— | | | 7/1/2022 | — | — | — | — | 2,400(20) | $122,448 | | | 7/1/2022 | 4,100 | 1,900(21) | 62.38 | 6/30/2032 | — | $— | | | 7/1/2021 | — | — | — | — | 1,200(22) | $61,224 | | | 5/15/2020 | 600 | — | 50.33 | 5/14/2030 | — | $— | | Jeffrey Bedell | 5/22/2025 | — | — | — | — | 17,500(6) | $892,850 | | | 5/22/2025 | 2,625 | 19,875(7) | 56.94 | 5/21/2035 | — | $— | | | 5/22/2024 | — | — | — | — | 14,000(8) | $714,280 | | | 5/22/2024 | 5,541 | 11,959(9) | 67.02 | 5/21/2034 | — | $— | | | 5/22/2023 | — | — | — | — | 10,500(10) | $535,710 | | | 5/22/2023 | — | 40,000(23) | 51.50 | 5/21/2033 | — | $— | | | 5/22/2023 | 9,041 | 8,459(11) | 51.50 | 5/21/2033 | | | | | 5/15/2022 | — | — | — | — | 7,000(12) | $357,140 | | | 5/15/2022 | 12,541 | 4,959(13) | 59.10 | 5/14/2032 | — | $— | | | 5/15/2021 | — | — | — | — | 3,000(14) | $153,060 | | | 5/15/2021 | 13,750 | 1,250(24) | 82.51 | 5/14/2031 | — | $— | | | 4/1/2020 | 12,500 | — | 37.94 | 3/31/2030 | — | $— | | | 4/1/2019 | 10,000 | — | 65.03 | 3/31/2029 | — | $— | | | 4/1/2018 | 10,000 | — | 37.74 | 3/31/2028 | — | $— | | | 5/15/2017 | 10,000 | — | 32.17 | 5/14/2027 | — | $— |
Outstanding Equity Awards at December 31, 2025
| | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable(2) | Number of securities underlying unexercised options (#) unexercisable(3) | Option exercise price(4) ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested(5) | | Daniel Kerzner | 5/22/2025 | — | — | — | — | 17,500(6) | $892,850 | | | 5/22/2025 | 2,625 | 19,875(7) | 56.94 | 5/21/2035 | — | $— | | | 5/22/2024 | — | — | — | — | 14,000(8) | $714,280 | | | 5/22/2024 | 5,541 | 11,959(9) | 67.02 | 5/21/2034 | — | $— | | | 5/22/2023 | — | — | — | — | 10,500(10) | $535,710 | | | 5/22/2023 | — | 40,000(23) | 51.50 | 5/21/2033 | — | $— | | | 5/22/2023 | 9,041 | 8,459(11) | 51.50 | 5/21/2033 | — | $— | | | 5/15/2022 | — | — | — | — | 7,000(12) | $357,140 | | | 5/15/2022 | 12,541 | 4,959(13) | 59.10 | 5/14/2032 | — | $— | | | 5/15/2021 | — | — | — | — | 3,000(14) | $153,060 | | | 5/15/2021 | 13,750 | 1,250(24) | 82.51 | 5/14/2031 | — | $— | | | 4/1/2020 | 15,000 | — | 37.94 | 3/31/2030 | — | $— | | | 4/1/2019 | 15,000 | — | 65.03 | 3/31/2029 | — | $— | | | 4/1/2018 | 12,500 | — | 37.74 | 3/31/2028 | — | $— | | | 5/15/2017 | 10,000 | — | 32.17 | 5/14/2027 | — | $— | | Daniel Ramos | 5/22/2025 | — | — | — | — | 14,000(6) | $714,280 | | | 5/22/2025 | 1,633 | 12,367(7) | 56.94 | 5/21/2035 | — | $— | | | 5/22/2024 | — | — | — | — | 11,200(8) | $571,424 | | | 5/22/2024 | 4,433 | 9,567(9) | 67.02 | 5/21/2034 | — | $— | | | 5/22/2023 | — | — | — | — | 8,400(10) | $428,568 | | | 5/22/2023 | 1,633 | 6,767(11) | 51.50 | 5/21/2033 | — | $— | | | 5/15/2022 | — | — | — | — | 5,600(12) | $285,712 | | | 5/15/2022 | 5,133 | 3,967(13) | 59.10 | 5/14/2032 | — | $— | | | 5/15/2021 | — | — | — | — | 2,500(14) | $127,550 | | | 5/15/2021 | 11,458 | 1,042(24) | 82.51 | 5/14/2031 | — | $— | | | 4/1/2019 | 4,834 | — | 65.03 | 3/31/2029 | — | $— |
Outstanding Equity Awards at December 31, 2025
Except as otherwise specified herein, option awards vest over a five-year period, subject to continued service with us through each vesting date. All of the option awards listed in the table above were granted under our 2015 Equity Incentive Plan. (2) With respect to options granted to our named executive officers that are immediately exercisable subject to our right to repurchase that lapses as the option vests, this column reflects the number of options held by our named executive officers that were exercisable and vested as of December 31, 2025. (3) With respect to options granted to our named executive officers that are immediately exercisable subject to our right to repurchase that lapses as the option vests, this column reflects the number of options held by our named executive officers that were exercisable and unvested as of December 31, 2025. (4) All of the option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant. The fair market value of one share of common stock is determined to be the closing price of our common stock as reported on the Nasdaq Global Select Market on the date of grant, or, if the date of grant is a non- trading day (i.e., a weekend or holiday), then the determination date for fair market value will be the closing price for our common stock on the trading day immediately preceding the date of grant. (5) The value of the restricted stock units shown in the table was calculated using the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025, which was $51.02. These restricted stock unit awards vest in five equal annual installments beginning on May 22, 2026, subject to the officer’s continued service with us through each such vesting date. These options vest and become exercisable in sixty equal monthly installments on the 1st day of each calendar month beginning on June 1, 2025, subject to the officer’s continued service with us through each such vesting date. (8) These restricted stock unit awards vest in five equal annual installments beginning on May 22, 2024, subject to the officer’s continued service with us through each such vesting date. (9) These options vest and become exercisable in sixty equal monthly installments on the 1st day of each calendar month beginning on June 1, 2024, subject to the officer’s continued service with us through each such vesting date. (10) These restricted stock unit awards vest in five equal annual installments beginning on May 22, 2023, subject to the officer’s continued service with us through each such vesting date. (11) These options vest and become exercisable in sixty equal monthly installments on the 1st day of each calendar month beginning on June 1, 2023, subject to the officer’s continued service with us through each such vesting date. (12) These restricted stock unit awards vest in five equal annual installments beginning on May 15, 2022, subject to the officer’s continued service with us through each such vesting date. (13) These options vest and become exercisable in sixty equal monthly installments on the 1st day of each calendar month beginning on June 1, 2022, subject to the officer’s continuous service with us through each such vesting date. (14) These restricted stock unit awards vest in five equal annual installments beginning on June 1, 2021, subject to the officer’s continued service with us through each such vesting date. (15) These options vest and become exercisable in full on May 15, 2026, subject to Mr. Trundle’s continuous service with us through such vesting date and subject to pro rata acceleration upon a change in control prior to such date. If there is a change in control prior to the five-year vesting date, Mr. Trundle is entitled to pro rata vesting of such options, in an amount equal to the amount that would have vested had Mr. Trundle’s equity awards vested monthly over the five-year vesting schedule as of the date of the change in control event. (16) These restricted stock unit awards vest in five equal annual installments beginning on March 17, 2026, subject to Mr. Bradley’s continued service with us through each such vesting date. (17) These options vest and become exercisable in sixty equal monthly installments on the 1st day of each calendar month beginning on April 1, 2025, subject to Mr. Bradley’s continuous service with us through each such vesting date. (18) These restricted stock unit awards vest on November 23, 2027. If the Company terminates Mr. Bradley’s employment for any reason prior to such vesting date, Mr. Bradley is entitled to pro rata vesting of such restricted stock unit awards, in an amount equal to the amount that would have vested had these awards vested monthly over a four-year vesting schedule. (19) These options vest and become exercisable in sixty equal monthly installments on the 1st day of each calendar month beginning on December 1, 2023, subject to Mr. Bradley’s continuous service with us through each such vesting date. (20) These restricted stock unit awards vest in five equal annual installments beginning on July 1, 2022, subject to Mr. Bradley’s continued service with us through each such vesting date. (21) These options vest and become exercisable in sixty equal monthly installments on the 1st day of each calendar month beginning on August 1, 2022, subject to Mr. Bradley’s continuous service with us through each such vesting date. (22) These restricted stock unit awards vest in five equal annual installments beginning on July 1, 2021, subject to Mr. Bradley’s continued service with us through each such vesting date. These options vest and become exercisable in full on May 22, 2028, subject to the officer’s continuous service with us through such vesting date and subject to pro rata acceleration upon a change in control prior to such date. If there is a change in control prior to the five-year vesting date, the officer is entitled to pro rata vesting of such options, in an amount equal to the amount that would have vested had the officer’s stock option award vested monthly over the five-year vesting schedule as of the date of the change in control event. These options vest and become exercisable in sixty equal monthly installments on the 1st day of each calendar month beginning on June 1, 2021, subject to the officer’s continuous service with us through each such vesting date.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows the number of shares of our common stock acquired upon the exercise of stock options and the aggregate value realized upon the exercise of stock options, as well as the number of shares of our common stock acquired upon the vesting of restricted stock unit awards and the aggregate value realized upon the vesting of restricted stock unit awards, for the named executive officers during the fiscal year ended December 31, 2025.
Option Exercises and Stock Vested
| | 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 ($)(2) | | Stephen Trundle | — | — | 25,000 | 1,435,650 | | Kevin Bradley | — | — | 3,600 | 207,372 | | Steve Valenzuela (former) | 5,834 | 79,206 | 12,500 | 717,825 | | Jeffrey Bedell | 25,000 | 921,650 | 16,000 | 919,770 | | Daniel Kerzner | 10,000 | 353,098 | 16,500 | 947,685 | | Daniel Ramos | 5,167 | 66,910 | 13,400 | 769,602 |
Option Exercises and Stock Vested
(1) The value realized on exercise of the stock options is based on the difference between the closing price of the shares of our common stock on the date of exercise and the applicable exercise price of those options. (2) The value realized on vesting of the restricted stock unit awards is based on the number of shares of common stock underlying the restricted stock unit award that vested multiplied by the closing market price of the shares of our common stock on the vesting date.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Mr. Trundle holds stock options granted in 2021 that vest upon the five-year anniversary of the respective grant date, rather than monthly over such term. If there is a change in control prior to the five-year vesting date, Mr. Trundle is entitled to pro rata vesting of such options, in an amount equal to the amount that would have vested had Mr. Trundle’s equity awards vested monthly over the five-year vesting schedule. Assuming a change in control occurred on December 31, 2025, Mr. Trundle would not have received any realizable value from this acceleration because the exercise prices of his applicable unvested stock options exceeded $51.02, the closing price of our common stock on that date. Mr. Bedell and Mr. Kerzner each hold stock options granted in 2023 that vest upon the five-year anniversary of the grant date, rather than monthly over such term. If there is a change in control prior to the five-year vesting date, Mr. Bedell and Mr. Kerzner are entitled to pro rata vesting of such options, in an amount equal to the amount that would have vested had Mr. Bedell’s and Mr. Kerzner’s equity awards, respectively, vested monthly over the five-year vesting schedule. Assuming a change in control occurred on December 31, 2025, neither Mr. Bedell nor Mr. Kerzner would have received any realizable value from this acceleration because the exercise prices of their applicable unvested stock options exceeded $51.02, the closing price of our common stock on that date. Mr. Bradley holds restricted stock units granted on November 22, 2023 that vest on November 22, 2027. If the Company terminates his employment for any reason prior to such date, Mr. Bradley is entitled to pro rata vesting of such restricted stock units, in an amount equal to the amount that would have vested had the awards vested monthly over a four-year vesting schedule. Assuming such a termination occurred on December 31, 2025, the estimated value of Mr. Bradley’s accelerated equity awards would have been $584,587, based on the $51.02 closing price of our common stock on that date.
Pay Ratio
Pay Ratio In accordance with Item 402(u) of Regulation S-K, promulgated by the Dodd Frank Act, we determined the ratio of: (a) the annual total compensation of our Chief Executive Officer, to (b) the median of the annual total compensation of all of our employees, except for our Chief Executive Officer, both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. To identify our median employee, we used the following methodology: • To determine our total population of employees, we included all of our employees as of December 31, 2025, other than our Chief Executive Officer. • To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s (i) base salary paid in 2025, (ii) actual bonuses paid for 2025, and (iii) the value of equity awards granted in 2025 using the same methodology we use for estimating the value of the equity awards granted to our named executive officers and reported in our Summary Compensation Table, excluding, in each case, our Chief Executive Officer. In making this determination, we annualized the base salary and bonus elements listed in (i) and (ii) above paid for employees (other than seasonal or temporary employees) who were employed by us for less than the entire calendar year. • As of December 31, 2025, our employee population consisted of 2,058 individuals, 1,880 of whom were located in the United States, 17 in Canada and 161 in Poland. Because of the limited scale of our operations in Canada, we excluded all 17 employees located in Canada for purposes of determining our “median employee” in our pay ratio calculation. After applying the methodology described above, we determined our median employee. Once the median employee was identified, we then calculated the annual total compensation of this employee for 2025 in accordance with the requirements of the Summary Compensation Table, resulting in an annual total compensation of $114,247. The annual total compensation of our Chief Executive Officer in 2025, as reported in the Summary Compensation Table included in this Proxy Statement, was $2,980,472. Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 26 to 1. This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the Compensation Committee nor our management used our Chief Executive Officer to median employee pay ratio in making compensation decisions.
Pay Versus Performance
Pay Versus Performance The following table reports the compensation of our CEO and the average compensation of the other Named Executive Officers (non-CEO NEOs) as reported in the Summary Compensation Table for the past five fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.
Pay Versus Performance
| Year(1) | Summary Compensation Table Total for CEO(2) ($) | Compensation “Actually Paid” to CEO(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(2) ($) | Average Compensation “Actually Paid” to Non-CEO NEOs(3) ($) | Value of Initial Fixed $100 Investment Based on: | | | Net Income ($ in thousands)(5) | SaaS and License Revenue(6) | | | | | | | Company Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return — Nasdaq Composite(4) ($) | Peer Group Total Shareholder Return — S&P Tech Software(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2025 | 2,980,472 | 1,150,315 | 1,842,872 | 984,684 | 49.32 | 180.33 | 149.20 | 131,628 | 689,397 | | 2024 | 3,029,015 | 2,216,416 | 2,137,660 | 1,684,255 | 58.77 | 149.83 | 141.15 | 122,513 | 631,198 | | 2023 | 2,437,575 | 4,607,821 | 2,236,629 | 3,404,619 | 62.46 | 116.47 | 114.32 | 80,340 | 569,200 | | 2022 | 2,628,068 | (1,979,284) | 1,862,471 | 182,761 | 47.83 | 81.21 | 72.45 | 55,631 | 520,377 | | 2021 | 3,613,596 | 1,586,343 | 2,220,484 | 1,494,706 | 81.98 | 121.39 | 112.39 | 51,175 | 460,372 |
Pay Versus Performance
The CEO and non-CEO NEOs for reported years 2021 through 2024 were as follows: Stephen Trundle (PEO); Steve Valenzuela, Jeffrey Bedell, Daniel Kerzner, and Daniel Ramos (Non-CEO NEOs). For the reported year 2025, the Non-CEO NEOs also included Kevin Bradley. (2) The 2025 Summary Compensation Table totals reflected are as reported for the CEO and the average of the non-CEO NEOs for each of 2025, 2024, 2023, 2022, and 2021. (3) Compensation Actually Paid: 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 the Non-CEO NEOs’ 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).
Pay Versus Performance
| | | | Equity Award Adjustments | | | | | | Year | Executives | Reported Summary Compensation Table (SCT) Total ($) | Stock Awards Deducted from SCT Total (a) ($) | Stock Awards Added to Compensation “Actually Paid” ($) | Stock Option Awards Deducted from SCT Total ($) | Stock Option Awards Added to Compensation “Actually Paid” ($) | Total Compensation “Actually Paid” ($) | | | | (a) | (b) | (c) | (d) | (e) | | | 2025 | CEO | 2,980,472 | 1,423,500 | 702,150 | 994,471 | (114,336) | 1,150,315 | | | Non-CEO NEOs | 1,842,872 | 849,812 | 474,408 | 419,768 | (63,016) | 984,684 | | 2024 | CEO | 3,029,015 | 1,675,500 | 1,460,700 | 887,244 | 289,445 | 2,216,416 | | | Non-CEO NEOs | 2,137,660 | 1,030,433 | 893,247 | 454,713 | 138,493 | 1,684,255 | | 2023 | CEO | 2,437,575 | 1,287,500 | 2,384,300 | 669,076 | 1,742,522 | 4,607,821 | | | Non-CEO NEOs | 2,236,629 | 791,813 | 1,427,147 | 788,953 | 1,321,608 | 3,404,619 | | 2022 | CEO | 2,628,068 | 1,477,500 | (921,300) | 718,568 | (1,489,984) | (1,979,284) | | | Non-CEO NEOs | 1,862,471 | 908,663 | (375,779) | 368,266 | (27,003) | 182,761 | | 2021 | CEO | 3,613,596 | 2,062,750 | 1,042,650 | 1,090,846 | 83,693 | 1,586,343 | | | Non-CEO NEOs | 2,220,484 | 1,134,513 | 562,481 | 499,971 | 346,226 | 1,494,706 |
Pay Versus Performance
(4) The Company’s TSR and the Company’s Peer Group TSRs reflected in these columns for each applicable fiscal year are determined based on the value of an initial fixed investment of $100 on December 31, 2020. The Peer Group TSRs represent the TSR of the Nasdaq Composite Index and the S&P Tech Software Index, which are the industry peer groups used for purposes of Item 201(e) of Regulation S-K. (5) Represents, in thousands, the amount of net income (loss), reflected in the Company’s audited financial statements for the year indicated. The Company has identified SaaS and License Revenue as our company-selected measure, as it represents the most important financial measure used to link compensation actually paid to the CEO and the non-CEO NEOs in 2025 to the Company’s performance. Relationship Between Pay and Performance: Compensation Actually Paid versus Company Performance The relationship between compensation actually paid and the Company’s financial performance over the four-year period shown in the tables above is shown in the tables below. Tabular List of Financial Performance Measures The Company considers the following to be the most important financial performance measures it uses to link actual compensation paid to its NEOs, for 2025, to Company performance. We do not currently use any other metrics, performance or otherwise, in our incentive compensation plans but may incorporate other metrics in the future. • SaaS and license revenue Adjusted EBITDA
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information regarding the compensation earned for service on our Board by our non-employee directors during the year ended December 31, 2025. Mr. Trundle serves as our Chief Executive Officer in addition to being a director but does not receive any additional compensation for his service as a director and accordingly, he is not included in the table.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Donald Clarke | 60,000 | 144,978 | — | 204,978 | | Rear Admiral (Ret.) Stephen Evans | 45,000 | 144,978 | 9,858(4) | 199,836 | | Cecile Harper | 45,000 | 144,978 | — | 189,978 | | Timothy McAdam | 82,500 | 144,978 | — | 227,478 | | Darius G. Nevin | 70,000 | 144,978 | — | 214,978 | | Timothy J. Whall | 55,000 | 144,978 | — | 199,978 | | Simone Wu | 47,500 | 144,978 | — | 192,478 |
DIRECTOR COMPENSATION
(1) This column reflects the service retainer amounts paid to each director in 2025 in accordance with the Non-Employee Director Compensation Policy (Cash Compensation) described below. (2) This column reflects the aggregate grant date fair value of all restricted stock units granted during fiscal 2025 computed in accordance with ASC Topic 718. The grant date fair value of each restricted stock unit is measured based on the closing price of our shares of our common stock on the date of grant and assumes that the director will perform the requisite service for the award to vest in full. The assumptions we used in valuing restricted stock units are described in Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 19, 2026. (3) The table below shows the aggregate number of shares underlying outstanding stock awards and unexercised option awards (all such options are fully vested) outstanding for each of our non-employee directors as of December 31, 2025:
DIRECTOR COMPENSATION
| Name | Stock Awards (#) | Option Awards (#) | | Donald Clarke | 2,510 | — | | Rear Admiral (Ret.) Stephen Evans | 2,510 | — | | Cecile Harper | 2,510 | — | | Timothy McAdam | 2,510 | — | | Darius G. Nevin | 2,510 | 36,000 | | Timothy J. Whall | 2,510 | — | | Simone Wu | 2,510 | — |
DIRECTOR COMPENSATION
(4) Represents reimbursed equipment expenses related to an Alarm.com security system in the amount of $9,858, which includes a tax gross-up payment of $4,259.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Overview Our directors play a critical role in guiding our strategic direction and overseeing management. The Compensation Committee reviews pay levels for non-employee directors on an annual basis with assistance from its compensation consultant, Compensia, which prepares a comprehensive assessment of our non- employee director compensation program. Such assessment includes benchmarking of our current director compensation against the same peer group used for executive compensation purposes and an update on recent trends in director compensation. Following such review, the Board, upon recommendation of the Compensation Committee, approves any updates to the non-employee director compensation policy for the ensuing calendar year. Non-Employee Director Compensation Policy Our Board has adopted a director compensation policy for non-employee directors, which was most recently amended by the Board in September 2023 upon recommendation by the Compensation Committee. Non-employee directors receive a combination of cash and equity compensation. Cash Compensation Under our policy, each non-employee director, other than Mr. McAdam, receives an annual board service retainer of $40,000, and Mr. McAdam, as Chairman of our Board, will receive an annual board service retainer of $65,000. The members of our Nominating and Corporate Governance Committee receive an annual service retainer of $5,000, the members of our Audit Committee receive an annual service retainer of $15,000 and the members of our Compensation Committee receive an annual service retainer of $7,500. In addition, the chairman of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee receives an annual committee chair service retainer of $20,000, $15,000 and $10,000, respectively. The annual cash compensation amounts set forth above are payable in equal quarterly installments, payable in arrears during the first 30 days of the first month following the end of each calendar quarter in which the board service occurs. If the director joins our Board at a time other than the first day of a calendar quarter, he or she will be entitled to the cash compensation set forth above beginning with the calendar quarter following the date he or she joins our Board. Equity Compensation In addition to cash compensation, each non-employee director is eligible to receive nonqualified stock options and/or restricted stock unit awards under our 2025 Plan. In 2025 and in recent years, all equity compensation provided to our non-employee directors has been in the form of restricted stock unit awards. Vesting schedules for equity awards are subject to the non-employee director’s continuous service on each applicable vesting date. Notwithstanding any vesting schedule, for each non-employee director who remains in continuous service with the Company until immediately prior to the closing of a change in control, the shares subject to his or her then-outstanding equity awards that were granted pursuant to this policy will become fully vested immediately prior to the closing of such change in control. Initial Award Each non-employee director who is newly elected or appointed to our Board is eligible to receive an initial grant of restricted stock unit awards. The amount and vesting schedule of such initial award is in the Board’s discretion. Annual Award Each continuing non-employee director will automatically be granted an annual restricted stock unit award on the business day following our annual meeting of stockholders with a grant date fair value of $145,000; provided that no annual award will be granted to a non-employee director in the same calendar year that such person received his or her initial award. The grant date fair value shall be converted into the number of shares underlying the award based on the closing price of our common stock on the date of grant. This annual restricted stock unit award will vest in full on the day immediately preceding the date of the next year’s annual meeting of stockholders, provided that the applicable non-employee director remains a director as of such vesting date.