DEF 14A of ADT Inc., Apr 8, 2024

DEF 14A of ADT Inc.

Filed Apr 8, 2024 · FY20230001193125-24-089677

Open on EDGAR

  1. Class I Directors

    Class I Directors The term of the following four Class I directors will expire at the Annual Meeting. Messrs. DeVries, Honig, Solomon and Ms. Griffin are the only nominees for election at the Annual Meeting for a term that will expire at the 2027 Annual Meeting of Stockholders and until each of their successors has been duly elected and qualified.

  2. Class I Directors

    | James D. DeVries | | | Age: 61 Director Since: 2018 Chairman, President and Chief Executive Officer Committees: • Executive • Nominating and Corporate Governance | 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, he 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 holds a bachelor’s degree from Trinity International University, a master’s degree from Loyola University, and a Master of Business Administration from the Kellogg School of Management at Northwestern University. |

  3. Class I Directors

    | Tracey R. Griffin | | | Age: 59 Director Since: 2018 INDEPENDENT Committees • Audit • Compensation | Tracey R. Griffin is a member of our Board of Directors. She is Group Chief Financial Officer of Chalhoub Group, a privately held luxury goods retailer and distributor marketing in the GCC, headquartered in Dubai, UAE. 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. |

  4. Class I Directors

    Chairman of the Finance and Audit Committee for the

  5. Class I Directors

    | 4 | 2024 PROXY STATEMENT | |

  6. Class I Directors

    | Benjamin Honig | | | Age: 35 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 Global Management, Inc. (together with its subsidiaries and affiliates, “Apollo”) and was designated by an affiliate of Temasek International (USA) LLC (“Temasek”). Mr. Honig has worked at Temasek, a global investment company, since 2013, investing in technology, media, healthcare, and business services companies. In his role at Temasek, Mr. Honig currently serves as a member of the board of directors of 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. |

  7. Class I Directors

    | Lee J. Solomon | | | Age: 52 Director Since: 2016 Committees • Nominating and Corporate Governance | Lee J. Solomon is a member of our Board of Directors and a designee of Apollo. Mr. Solomon is a Partner at Apollo Private Equity having joined in 2009. Previously, Mr. Solomon was an executive in the media industry, and prior to that, he served as a Principal at Grosvenor Park, which was a joint venture with Fortress Investment Group. Prior to that, he was the Executive Vice President of Business Affairs for Helkon Media. Mr. Solomon serves on the board of directors of Legend Pictures, LLC, CMG Holdings, Inc. (d/b/a Cox Media Group), Aspen Holdco, LLC (parent of Coinstar), ecoATM Parent, LLC, College Parent Holdings GP, LLC (parent of Yahoo!) and Colonnade Acquisition Corp. II. He previously served on the board of directors of AP NMT JV Newco B.V. (parent of Endemol Shine Group), Redbox Entertainment Inc., Terrier Gamut Holdings, Inc. and Mood Media Corporation. Mr. Solomon received his MBA from The Stern School of Business at New York University and graduated from the University of Rochester with a BA in Economics and Political Science. |

  8. Class II Directors

    Class II Directors The term of the following four Class II directors will expire at the 2025 Annual Meeting of Stockholders.

  9. Class II Directors

    | Marques Coleman | | | Age: 34 Director Since: 2023 | Marques Coleman is a member of our Board of Directors and a designee of 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. |

  10. Class II Directors

    | | 2024 PROXY STATEMENT | 5 |

  11. Class II Directors

    | William M. Lewis, Jr. | | | Age: 67 Director Since: 2022 | William M. Lewis, Jr. is a member of our Board of Directors and a designee of Apollo. Mr. Lewis joined Apollo Global Management in November 2021 as a Partner and member of the Management Committee. Prior to joining Apollo, Mr. Lewis was a Managing Director and Chairman of Investment Banking at Lazard Ltd. which he joined in 2004. At Lazard, Mr. Lewis advised corporations on corporate and financial matters, including leveraged buyouts and other M&A activity. In addition, Mr. Lewis chaired the Firm’s Global Investment Banking Managing Director Promotion Committee. Mr. Lewis serves on the board of Ariel Alternatives, LLC and formerly served on the boards of Freddie Mac, Darden Restaurants and Lazard Ltd. He graduated with honors from Harvard College with an AB in Economics and he obtained an MBA from Harvard Business School. |

  12. Class II Directors

    | Paul J. Smith | | | Age: 61 INDEPENDENT Director Since: 2022 | Paul J. Smith is a member of our Board of Directors and a designee of State Farm Fire & Casualty Company (“State Farm”). Mr. Smith is Executive Vice President and Chief Operating Officer of State Farm with responsibility for the Property & Casualty and Life product lines along with Enterprise Technology. Currently, he also leads 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. Since 2009, Mr. Smith has been a member of senior leadership, serving in various roles as Chief Financial Officer, EVP, Property and Casualty and EVP, Technology and Innovation. Mr. Smith is also a director of State Farm Investment Management Corp. and State Farm VP Management Corp. 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. |

  13. Class II Directors

    | Matthew E. Winter | | | Age: 67 Director Since: 2018 INDEPENDENT Committees • Audit (Chair) • Nominating and Corporate Governance | 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 and the Audit and Compensation Committees of H&R Block Inc., a tax preparation company, and on the board of directors and Compensation Committee and Finance, Investment & Risk Management Committee of the Hartford Financial Services Group, an investment and insurance company. Mr. Winter holds a 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. |

  14. Class II Directors

    | 6 | 2024 PROXY STATEMENT | |

  15. Class III Directors

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

  16. Class III Directors

    | Nicole Bonsignore | | | Age: 46 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 graduated from Bucknell University where she received a BA in Economics. |

  17. Class III Directors

    | Stephanie Drescher | | | Age: 51 Director Since: 2017 | Stephanie Drescher is a member of our Board of Directors and a designee of Apollo. Ms. Drescher is the Chief Client and Product Development Officer at Apollo and is a member of the firm’s Management Committee. Prior to joining Apollo in 2004, Ms. Drescher was employed by JP Morgan for ten years, primarily in its Alternative Investment group. Ms. Drescher has served on the board of directors of the JP Morgan Venture Capital Funds I and II, JP Morgan Corporate Finance Funds I and II, JP Morgan Private Investments Inc., and Allied Waste Industries. Ms. Drescher is currently on the board of directors of Daphne Tech Holdings LLC, The Student Leadership Network and the board of observers of iCapital. Ms. Drescher graduated summa cum laude, Phi Beta Kappa from Barnard College of Columbia University and earned her MBA from Columbia Business School. |

  18. Class III Directors

    | | 2024 PROXY STATEMENT | 7 |

  19. Class III Directors

    | Reed B. Rayman | | | Age: 37 Director Since: 2016 Committees • Executive (Chair) • Compensation (Chair) • Nominating and Corporate Governance (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, Western Digital Corporation, Shutterfly, Coinstar, 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 currently serves on the board of New Visions for Public Schools and as Vice Chair of the Private Equity Executive Council of the UJA Federation of New York, and previously was involved with the TEAK Fellowship as a mentor and on the Young Professionals Board. Mr. Rayman graduated cum laude from Harvard with an AB in Economics. |

  20. Class III Directors

    | Sigal Zarmi | | | Age: 60 Director Since: 2021 INDEPENDENT Committees • Audit | Sigal Zarmi is a member of our Board of Directors. Ms. Zarmi has over 30 years of experience in large scale digital transformation, technology operations, strategic planning, leadership and talent development. She is currently a Senior Advisor at the Boston Consulting Group, Inc., a global management consulting firm. Prior to that, she served as International CIO and Global Head of Transformation for Morgan Stanley. Prior to Morgan Stanley, Ms. Zarmi was Vice Chair—Global and US CIO of PwC, and before that, CIO of GE Capital, Americas, where she spent 18 years in various executive technology and operations leadership positions. Ms. Zarmi also serves on the board of directors of Hashicorp, Inc., an infrastructure software company, Global Atlantic Financial Group, a life insurance and reinsurance company, and GoDaddy, Inc., a domain registrant. Ms. Zarmi was inducted into The CIO Hall of Fame in 2021 for her contributions and her leadership in digital transformation and advancing diversity in STEM. Under her leadership Morgan Stanley was named to Fast Company Best Workplaces for Innovators three years in a row. Ms. Zarmi holds an MBA from Columbia University in New York City and a BS in Engineering from the Technion—Israel Institute of Technology in Haifa, Israel. |

  21. Class III Directors

    | 8 | 2024 PROXY STATEMENT | |

  22. Compensation Committee

    | • | Director compensation. |

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

    | 2023 Highlights | 24 | | Chief Executive Officer – Performance Goals | 24 | | Executive Compensation Philosophy | 25 | | Process for Determining Executive Officer Compensation (including NEOs) | 26 | | Role of Compensation Committee and Board of Directors | 26 | | Role of Management | 27 | | Role of Independent Compensation Consultant | 27 | | Role of External Market Data | 27 | | Peer Group Development | 28 | | 2023 Advisory Vote on Executive Compensation | 28 | | Elements of Executive Compensation | 29 | | Other Elements of Compensation | 30 | | Base Salary | 30 | | Annual Incentive Compensation | 31 | | Non-GAAP Measures – Adjusted EBITDA | 32 |

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

    | Long-Term Equity Compensation | 33 | | 2023 Long-Term Incentive Plan Equity Awards | 34 | | Employment Arrangements | 35 | | Supplemental Savings and Retirement Plan | 35 | | Executive Benefits and Limited Perquisites | 35 | | Severance Benefits | 35 | | Other Compensation Policies and Practices | 36 | | Insider Trading Policy and Equity Transaction Pre-Approval | 36 | | Anti Hedging and Short Sale Policy | 36 | | Anti-Pledging/Purchases of Company Securities on Margin | 36 | | Equity Grant Practices | 36 | | Pay Recoupment (Clawback) Policy | 36 | | Stock Ownership Guidelines | 37 | | Tax and Accounting Considerations | 37 | | Section 162(m) of the Code | 37 | | Section 280G of the Code | 37 |

  25. Chief Executive Officer – Performance Goals

    Chief Executive Officer – Performance Goals Mr. DeVries’ performance as 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, maintaining and motivating a high-performing team, and building a culture and team inclusive of underrepresented groups. 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.

  26. Chief Executive Officer – Performance Goals

    | 24 | 2024 PROXY STATEMENT | |

  27. Chief Executive Officer – Performance Goals

    Delivered Foundations for Growth

  28. Chief Executive Officer – Performance Goals

    | • | Continued growth of RMR, ending the year at a record level |

  29. Chief Executive Officer – Performance Goals

    | • | Maintained near-record customer retention and improved revenue payback with strong customer satisfaction |

  30. Chief Executive Officer – Performance Goals

    Unlocked Shareholder Value

  31. Chief Executive Officer – Performance Goals

    | • | Completed sale of commercial business at market premiums |

  32. Chief Executive Officer – Performance Goals

    | • | Fortified capital structure and balance sheet by reducing debt, improving borrowing costs, and improving credit ratings |

  33. Chief Executive Officer – Performance Goals

    Drove Strategic Differentiators: Innovative Offerings, Unrivaled Safety and Premium Experience

  34. Chief Executive Officer – Performance Goals

    | • | Launched ADT’s new proprietary home security and smart home application and product and solution set |

  35. Chief Executive Officer – Performance Goals

    | • | Advanced State Farm partnership with offering for State Farm customers expanding to 13 states |

  36. Chief Executive Officer – Performance Goals

    | • | Extended and expanded Google relationship to include Cloud and AI undertakings focused on efficiency and service improvements |

  37. Chief Executive Officer – Performance Goals

    | • | Accelerated digital migration with expansion of virtual service and sales, and strengthening of eCommerce presence |

  38. Chief Executive Officer – Performance Goals

    | • | Expanded Alarm Scoring pilot program, enabling first responders to prioritize based on more precise alarm and event data |

  39. Chief Executive Officer – Performance Goals

    | • | For the fifth consecutive year, ADT earned the title of most trusted home security system brand in a study based on consumer ratings conducted by Lifestory Research |

  40. Executive Compensation Philosophy

    Executive Compensation Philosophy The Company’s executive compensation program is guided by the following principles, which make up our executive compensation philosophy: Pay for Performance. Compensation opportunities are 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. Attract, Promote and Retain Talented Management Team. We compete for talent with other companies both smaller and larger, and both in our market and in other industries. To attract and retain executives with the experience necessary to achieve our business goals, compensation must be competitive and appropriately balanced between fixed compensation and at-risk compensation. Align Management’s Interests with Interests of Stockholders. We believe that management should have a significant financial stake in the Company to align their interests with those of the stockholders and to encourage the creation of long-term value. Therefore, equity awards make up a substantial component of executive compensation. To reflect these principles, our executive compensation program has three key elements: base salary, annual cash incentive compensation and long-term equity compensation. We have aimed to ensure that the base salary and target annual incentive levels of each NEO are competitive to retain and appropriately reward our NEOs for their ongoing service and achievements, and the focus we place on equity compensation aligns the interests of management with those of our shareholders and promotes focus on long-term success. We also provide limited perquisites and retirement benefits to our NEOs.

  41. Role of Independent Compensation Consultant

    Role of 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.

  42. 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, but are not limited to, position-specific market data, the executive’s experience and performance, and internal pay equity. While the Compensation Committee strives to generally target executive compensation at the median of the Company’s competitive market (including both selected peer companies and the broader competitive market) in the aggregate, it also applies discretion based upon its review of the factors noted above to make individual compensation decisions for the Company’s executive officers. In addition, the Compensation Committee may target above-median market compensation for specific individuals for a variety of reasons, including, but not limited to:

  43. Role of External Market Data

    | • | specific organizational considerations, for example, because the role is considered critical to delivering on our overall business strategy; |

  44. Role of External Market Data

    | • | the need for specific expertise in building new or improving upon existing business functions, particularly in the process of hiring candidates from external sources; and |

  45. Role of External Market Data

    | • | the retention of key executives the Company believes are critical to its success. |

  46. Role of External Market Data

    Similarly, the Compensation Committee may target below-median compensation if individuals are new in their roles or are performing a role that is narrower than what is typical in the market.

  47. Role of External Market Data

    | | 2024 PROXY STATEMENT | 27 |

  48. 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.

  49. 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 |

  50. 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 2023, the Compensation Committee approved the 2024 peer group with no changes from the previous year. The peer group consists of technology focused companies with high prevalence across all key business model criteria.

  51. Peer Group Development

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

  52. 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 short-term performance goals. For 2023, the target bonus opportunities for our NEOs were as follows:

  53. Annual Incentive Compensation

    | Name | Target Bonus % of Base Salary | | James D. DeVries | 150% | | Jeffrey A. Likosar | 100% | | David W. Smail | 70% | | Wayne D. Thorsen | 100% | | Donald M. Young | 100% | | Daniel M. Bresingham | 100% | | Kenneth J. Porpora | 100% | | Harriet K. Harty | 70% |

  54. Annual Incentive Compensation

    For the 2023 fiscal year, the annual incentive plan (the “2023 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 2023 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 2023 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. 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.

  55. Annual Incentive Compensation

    | Performance Metric | Weighting | Target(1) | Actual Performance | Performance as a % of Target | Weighted Business Performance | | Adjusted EBITDA ($ Millions)(2) | 50% | $2,414 | $2,365 | 98.0% | 35% | | Ending Recurring Monthly Revenue (RMR) ($ Millions)(3) | 50% | $352.0 | $353.1 | 100.3% | 54% | | TOTAL | | | | | 89% |

  56. Annual Incentive Compensation

    | (1) Targets were adjusted as a result the disposition of several businesses, the largest of which was our commercial business. The Committee determined that an adjustment to Annual Incentive Plan targets was warranted, which is reflected in the table above. This adjustment, which was necessary to compare actual performance to the target on a consistent basis, resulted in the Adjusted EBITDA target for 2023 being lower than the corresponding target and actual performance for 2022. |

  57. Annual Incentive Compensation

    | (2) Adjusted EBITDA is a non-GAAP metric. See below for definition of this non-GAAP metric. |

  58. Annual Incentive Compensation

    | (3) 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. |

  59. Annual Incentive Compensation

    The Company’s performance against the metrics presented above, including the weighted business performance result of 89% was used to fund the overall award pool.

  60. Annual Incentive Compensation

    | | 2024 PROXY STATEMENT | 31 |

  61. Annual Incentive Compensation

    The following table summarizes the calculation of bonuses for fiscal year 2023 paid to each of the NEOs.

  62. Annual Incentive Compensation

    | Name | Base Salary | Bonus Target % | Bonus Target | Business Performance | Actual Bonus Paid for Fiscal Year 2023 | Payout as a Percent of Target | | James D. DeVries | $1,124,786 | 150% | $1,687,179 | 89% | $1,501,589 | 89% | | Jeffrey A. Likosar(1) | $731,546 | 100% | $731,546 | 89% | $851,076 | 116% | | David W. Smail | $570,963 | 70% | $399,674 | 89% | $355,710 | 89% | | Wayne D. Thorsen(2) | $565,000 | 100% | $552,616 | 89% | $491,829 | 89% | | Donald M. Young | $585,237 | 100% | $585,237 | 89% | $520,861 | 89% | | Kenneth J. Porpora(3) | $636,000 | 100% | $636,000 | 89% | $— | 0% | | Daniel M. Bresingham(4) | $585,237 | 100% | $585,237 | 89% | $— | 0% | | Harriet K. Harty(5) | $543,371 | 70% | $225,089 | 89% | $200,329 | 89% |

  63. Annual Incentive Compensation

    | (1) Mr. Likosar’s bonus payout percentage is based upon the Compensation Committee’s review of his individual performance against full year 2023 objectives and he received an additional $200,000 in recognition of his enabling ADT’s transformation, focusing on consumer and small business with the divestiture of the Commercial business and the expansion of the State Farm relationship |

  64. Annual Incentive Compensation

    | (2) Mr. Thorsen has served as our Executive Vice President and Chief Business Officer since January 9, 2023. In accordance with his offer letter, his 2023 AIP incentive award was prorated based on his hire date. The actual bonus payment is based on the actual level of achievement of the applicable performance goals for the year. |

  65. Annual Incentive Compensation

    | (3) Mr. Porpora served as our Executive Vice President and Chief Financial Officer until his separation from the Company on December 29, 2023. In connection with his termination of employment, his AIP award was forfeited. |

  66. Annual Incentive Compensation

    | (4) Mr. Bresingham served as our Executive Vice President, Commercial until his employment with the Company ended on October 2, 2023 as a result of the divestiture of our commercial business. As a result, he did not receive an AIP award. |

  67. Annual Incentive Compensation

    | (5) Ms. Harty served as our Executive Vice President and Chief Administrative Officer until her separation from the Company on August 4, 2023. In accordance with the terms of her Separation Agreement dated August 4, 2023, her 2023 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. The actual bonus payment is based on the actual level of achievement of the applicable performance goals for the year as agreed in connection with her separation of service. |

  68. 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 executives’ 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 executives and our stockholders. The annual equity award grant process occurs in conjunction with our annual assessment of 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 our stockholders.

  69. Long-Term Equity Compensation

    | | 2024 PROXY STATEMENT | 33 |

  70. 2023 Long-Term Incentive Plan Equity Awards

    2023 Long-Term Incentive Plan Equity Awards For fiscal year 2023, awards of equity under our annual long-term incentive program (the “2023 LTIP”) were delivered to employees in the form of RSUs. The following table describes the general terms and conditions applicable to awards under our 2023 LTIP:

  71. 2023 Long-Term Incentive Plan Equity Awards

    | Grant Type | Vesting | Other Terms & Conditions | | RSUs | Generally, one-third per year, subject to continued employment through each applicable vesting date. | Accumulate dividend equivalent units with respect to dividends, which vest in accordance with the vesting of the underlying RSU award. |

  72. 2023 Long-Term Incentive Plan Equity Awards

    Target 2023 long-term incentive opportunities for Messrs. DeVries, Likosar, Smail, Thorsen, Young, Porpora, and Bresingham and Ms. Harty, were approved in early 2023. Prior to the approval of the 2023 long-term incentive opportunities for our NEOs, the Compensation Committee reviewed and determined that the amounts remain market competitive. Target 2023 long-term incentive opportunities and the number of RSUs awarded to our NEOs are set forth in the table below:

  73. 2023 Long-Term Incentive Plan Equity Awards

    | Name | Aggregate Value of 2023 LTI Award | RSUs Awarded (#) | | James D. DeVries | $5,977,125 | 786,463 | | Jeffrey A. Likosar | $1,150,000 | 151,315 | | David W. Smail | $750,000 | 98,684 | | Wayne D. Thorsen(1) | $750,000 | 98,684 | | Donald M. Young | $750,000 | 98,684 | | Kenneth J. Porpora(2) | $1,000,000 | 131,578 | | Daniel M. Bresingham(3) | $750,000 | 98,684 | | Harriet K. Harty(4) | $750,000 | 98,684 |

  74. 2023 Long-Term Incentive Plan Equity Awards

    | (1) The 2023 target long-term incentive opportunity for Mr. Thorsen does not reflect his sign-on equity award opportunity as described below. |

  75. 2023 Long-Term Incentive Plan Equity Awards

    | (2) Mr. Porpora’s employment with the Company ended on December 29, 2023, and his long-term incentive awards were forfeited in connection with such termination. |

  76. 2023 Long-Term Incentive Plan Equity Awards

    | (3) Mr. Bresingham’ s employment with the Company ended on October 2, 2023 as a result of the divestiture of our commercial business. The treatment of his long-term incentive awards in connection with such termination is described below. |

  77. 2023 Long-Term Incentive Plan Equity Awards

    | (4) Ms. Harty’s employment with the Company ended on August 4, 2023. The 2023 long-term incentive award was forfeited in connection with such termination. |

  78. 2023 Long-Term Incentive Plan Equity Awards

    In 2023, we also granted a one-time sign-on award to Mr. Thorsen in connection with his hiring. The sign-on award was in the form of RSUs, which were granted on February 1, 2023 with a grant date value of $3,000,000 (341,296 RSUs), and which will vest in three equal installments on the first three anniversaries of the grant date.

  79. 2023 Decisions Related to Equity Awards in connection with the Divestiture of ADT Commercial

    2023 Decisions Related to Equity Awards in connection with the Divestiture of ADT Commercial In connection with the divestiture of our commercial business (“ADT Commercial”), the Board approved certain modifications to equity awards held by employees of ADT Commercial, including Mr. Bresingham. These modifications were made to provide for consistency of treatment between employees in the divestiture and to ensure employees of ADT Commercial were retained and properly incentivized to ensure a successful closing of the divestiture. As a result of these modifications to Mr. Bresingham’s awards: (i) his service with the buyer of ADT Commercial will count as if it was service with the Company for purposes of determining Mr. Bresingham’s ability to exercise his outstanding stock options; (ii) his Distributed Shares and Top-Up Options (each, as defined below) will remain eligible to vest if the performance hurdle is achieved prior to the award’s regular expiration date (as opposed to remaining outstanding and eligible to vest only for 12 months); and (iii) his RSUs that would have otherwise been forfeited in full vested on a pro-rata basis through the closing of the divestiture. SEC rules require that the incremental value associated with these modifications be reported as compensation to Mr. Bresingham, which is reflected in the Summary Compensation Table.

  80. 2023 Decisions Related to Equity Awards in connection with the Divestiture of ADT Commercial

    | 34 | 2024 PROXY STATEMENT | |

  81. Severance Benefits

    Severance Benefits Other than Messrs. DeVries, Likosar, Smail and Young, certain of our executive officers, including Mr. Thorsen, 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 NEOs is 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.

  82. Severance Benefits

    | | 2024 PROXY STATEMENT | 35 |

  83. 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 ensures 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.

  84. 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. The employment agreements with Messrs. DeVries, Likosar and Young, each provide that, to the extent the executive would be subject to Section 280G or 4999 of the Code, the executive’s parachute payments would be reduced to the extent that no portion of the payment shall be subject to the excise tax, but only if the executive’s net after-tax benefit would exceed what the net after-tax benefit would have been if such reduction were not made and the executive paid the applicable excise tax. We do not provide excise tax gross-ups to our NEOs.

  85. Section 280G of the Code

    | | 2024 PROXY STATEMENT | 37 |

  86. 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 2023, 2022 and 2021. The table reflects total compensation earned beginning in the later of fiscal year 2021 or the year an individual first became a NEO.

  87. 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)(7) ($) | Total ($) | | James D. DeVries | 2023 | 1,114,546 | — | 5,977,119 | — | 1,501,589 | 243,553 | 8,836,807 | | Chairman, President and Chief Executive Officer | 2022 | 1,076,856 | — | 5,775,000 | — | 1,733,366 | 241,022 | 8,826,244 | | | 2021 | 1,043,269 | — | 4,612,498 | — | 1,648,500 | 175,525 | 7,479,792 | | Jeffrey A. Likosar | 2023 | 724,886 | — | 1,149,994 | — | 851,076 | 86,047 | 2,812,003 | | President, Corporate Development and | 2022 | 700,373 | — | 1,149,999 | — | 901,887 | 79,620 | 2,831,879 | | Chief Transformation Officer and Interim Chief Financial Officer | 2021 | 678,422 | 67,098 | 999,993 | — | 857,730 | 52,758 | 2,656,001 | | David W. Smail | 2023 | 565,765 | — | 749,998 | — | 355,710 | 56,818 | 1,728,291 | | Executive Vice President and Chief Legal Officer | 2022 | 546,633 | 75,000 | 749,995 | — | 542,738 | 60,653 | 1,975,019 | | Wayne D. Thorsen | 2023 | 532,404 | 500,000 | 3,749,990 | — | 491,829 | 76,201 | 5,350,424 | | Executive Vice President and Chief Business Officer | | | | | | | | | | Donald M. Young | 2023 | 579,909 | — | 749,998 | — | 520,861 | 67,961 | 1,918,729 | | Executive Vice President and | 2022 | 560,298 | — | 749,995 | — | 721,510 | 6,596 | 2,038,399 | | Chief Operating Officer | 2021 | 542,738 | — | 599,997 | — | 686,184 | 43,476 | 1,872,395 | | Kenneth J. Porpora | 2023 | 626,308 | — | 999,993 | — | — | 10,295 | 1,636,596 | | Former Executive Vice President and Chief Financial Officer | 2022 | 523,830 | — | 749,995 | — | 965,600 | 9,804 | 2,249,229 | | Daniel M. Bresingham | 2023 | 587,556 | — | 1,749,383 | 812,651 | — | 10,615 | 3,160,205 | | Former Executive Vice President, Commercial | 2022 | 560,298 | — | 749,995 | — | 871,510 | 27,445 | 2,209,248 | | | 2021 | 542,738 | — | 599,997 | — | 686,184 | 36,530 | 1,865,449 | | Harriet K. Harty (8) | 2023 | 363,678 | — | 749,998 | — | 200,329 | 932,867 | 2,246,872 | | Former Executive Vice President and Chief Administrative Officer | | | — | | — | | | |

  88. Summary Compensation Table

    | (1) The amount for Mr. Thorsen in 2023 represents the value of a sign-on bonus made in accordance with his offer letter. 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. The amounts in this column for Mr. Likosar represent the value of a distribution bonus (in respect of accrued distributions on the Class A-2 Units of Prime Security Services TopCo Parent, L.P. (“Prime TopCo LP”) underlying Mr. Likosar’s retention bonus paid to Mr. Likosar in connection with the vesting of the fourth installment of a retention bonus that was provided to Mr. Likosar at the time he commenced employment with the Company). |

  89. Summary Compensation Table

    | 38 | 2024 PROXY STATEMENT | |

  90. Summary Compensation Table

    | (2) The values in the “Stock Awards” column for fiscal years 2023, 2022 and 2021 reflect the following: |

  91. Summary Compensation Table

    | • | 2023: The grant date fair value of RSU awards made to Messrs. DeVries, Likosar, Smail, Thorsen, Young, Porpora, and Bresingham and Ms. Harty, in connection with the 2023 LTIP and the grant date fair value of a sign-on RSU award made to Mr. Thorsen on February 1, 2023. |

  92. Summary Compensation Table

    | • | 2022: The grant date fair value of RSU awards made to Messrs. Messrs. DeVries, Likosar, Smail, Thorsen, Young, Porpora, and Bresingham and Ms. Harty, in connection with the 2022 LTIP. |

  93. Summary Compensation Table

    | • | 2021: The grant date fair value of RSU awards made to Messrs. DeVries, Likosar, Smail, Young and Bresingham in connection with the 2021 LTIP. |

  94. Summary Compensation Table

    | • | The assumptions used in the valuation of stock-based awards are discussed in Note 12 “Share-Based Compensation” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  95. Summary Compensation Table

    | (3) The values in the “Stock Award” column for Mr. Bresingham in fiscal year 2023 also includes non-cash accounting charges representing the incremental fair value associated with the modification of the Distributed Shares, and 2022 and 2023 RSU awards in connection with the divestiture of ADT Commercial, in each case computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation,” (“FASB ASC Topic 718”). The increase in fair value of the Distributed Shares was $1,060,864 and the decrease in fair value of the 2022 RSUs and 2023 RSUs awards was $33,392 and $28,087, respectively. |

  96. Summary Compensation Table

    | (4) The values in the “Option Awards” column for fiscal year 2023 represents a non-cash accounting charge representing the incremental fair value associated (computed in accordance with FASB ASC Topic 718) with respect to the modification to Mr. Bresingham’s Top-Up Options, and 2018 and 2019 non-qualified stock options in connection with the divestiture of ADT Commercial, in each case computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation,” (“FASB ASC Topic 718”). The increase in fair value of the Top-Up Options, and 2018 and 2019 non-qualified stock options was $144,601, $78,781 and $589,270 respectively. |

  97. Summary Compensation Table

    | (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.” |

  98. Summary Compensation Table

    | (6) Details with respect to the amounts in this column are set forth in the “All Other Compensation” table below. |

  99. Summary Compensation Table

    | (7) Mr. Porpora separated from the Company on December 29, 2023. |

  100. Summary Compensation Table

    | (8) Ms. Harty separated from the Company on August 4, 2023. Base salary includes the balance of unused paid time off. |

  101. 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.

  102. Summary Compensation Table—All Other Compensation

    | Name | Fiscal Year | Retirement Plan Contributions(1) ($) | Miscellaneous(2) ($) | Total All Other Compensation ($) | | James D. DeVries | 2023 | 142,396 | 101,157 | 243,553 | | Jeffrey A. Likosar | 2023 | 81,339 | 4,708 | 86,047 | | David W. Smail | 2023 | 55,425 | 1,393 | 56,818 | | Wayne D. Thorsen | 2023 | 11,611 | 64,590 | 76,201 | | Donald M. Young | 2023 | 65,071 | 2,890 | 67,961 | | Kenneth J. Porpora | 2023 | 9,530 | 765 | 10,295 | | Daniel M. Bresingham | 2023 | 10,079 | 536 | 10,615 | | Harriet K. Harty | 2023 | 8,601 | 924,266 | 932,867 |

  103. 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. |

  104. Summary Compensation Table—All Other Compensation

    | (2) Miscellaneous compensation in fiscal year 2023 includes: (i) for Mr. DeVries, $34,200 related to certain reimbursed housing expenses, $26,067 in certain work-related travel expenses that did not qualify as reimbursable business expenses, and an additional payment in 2023 equal to $39,102 as a gross up for the taxes on the aforementioned expenses; (ii) the value of Company-paid contributions for life insurance benefits for all NEOs; (iii) for Mr. Thorsen, relocation benefits valued at $63,919 and (iv) for Ms. Harty a severance payment in the amount of $923,731 as described below under “Potential Payments upon Termination or Change in Control—Severance Payments and Benefits under Employment Agreements with NEOs”. |

  105. Summary Compensation Table—All Other Compensation

    | | 2024 PROXY STATEMENT | 39 |

  106. Grants of Plan-Based Awards in Fiscal 2023 Table

    Grants of Plan-Based Awards in Fiscal 2023 Table The following table shows grants of plan-based awards granted to our NEOs during fiscal year 2023. All numbers have been rounded to the nearest whole dollar or share.

  107. Grants of Plan-Based Awards in Fiscal 2023 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) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | James D. DeVries | 2023 AIP(2) | | | 843,590 | 1,687,179 | 3,374,358 | — | — | — | — | | | LTIP-RSU(3) | 3/1/2023 | 3/1/2023 | — | — | — | 786,463 | — | — | 5,977,119 | | Jeffrey A. Likosar | 2023 AIP(2) | | | 365,773 | 731,546 | 1,463,092 | — | — | — | — | | | LTIP-RSU(3) | 3/1/2023 | 3/1/2023 | — | — | — | 151,315 | — | — | 1,149,994 | | David W. Smail | 2023 AIP(2) | | | 199,837 | 399,674 | 799,348 | | — | — | — | | | LTIP-RSU(3) | 3/1/2023 | 3/1/2023 | — | — | — | 98,684 | — | — | 749,998 | | Wayne D. Thorsen | 2023 AIP(2) | | | 276,308 | 552,616 | 1,105,232 | — | — | — | — | | | LTIP-RSU(3) | 3/1/2023 | 3/1/2023 | — | — | — | 98,684 | — | — | 749,998 | | | Sign-on RSU(4) | 2/1/2023 | 2/1/2023 | — | — | — | 341,296 | — | — | 2,999,992 | | Donald M. Young | 2023 AIP(2) | | | 292,619 | 585,237 | 1,170,474 | — | — | — | — | | | LTIP-RSU(3) | 3/1/2023 | 3/1/2023 | — | — | — | 98,684 | — | — | 749,998 | | Kenneth J. Porpora | 2023 AIP(2) | | | 318,000 | 636,000 | 1,272,000 | — | — | — | — | | | LTIP-RSU(3) | 3/1/2023 | 3/1/2023 | — | — | — | 131,578 | — | — | 999,993 | | Daniel M. Bresingham | 2023 AIP(2) | | | 292,619 | 585,237 | 1,170,474 | — | — | — | — | | | LTIP-RSU(3) | 3/1/2023 | 3/1/2023 | — | — | — | 98,684 | — | — | 749,998 | | | Acct. Mod. Cost(5) | 10/1/2023 | 10/1/2023 | | | | | | | 1,812,037 | | Harriet K. Harty | 2023 AIP(2)(6) | | | 190,180 | 380,360 | 760,720 | — | — | — | — | | | LTIP-RSU(3) | 3/1/2023 | 3/1/2023 | — | — | — | 98,684 | — | — | 749,998 |

  108. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (1) Amounts in this column show the grant date fair value of the RSU 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 RSUs, fair value is computed by multiplying the total number of shares subject to the award by the closing price of the Company’s Common Stock on the date of grant. |

  109. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (2) Under our 2023 AIP, each NEO is eligible to receive an annual cash incentive bonus for the fiscal year, the amount of which will vary 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. |

  110. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (3) Amounts represent grants of RSUs with respect to our long-term incentive program and are described more fully in the Outstanding Equity Awards at Fiscal 2023 Year-End Table. |

  111. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (4) Amounts represent the sign-on award for Mr. Thorsen. |

  112. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (5) Amounts in the “Grant Date Fair Value of Stock Awards” column reflect the incremental fair value associated with the modification of Mr. Bresingham’s Distributed Shares, 2022 and 2023 RSU awards, Top-Up Options, and 2018 and 2019 non-qualified stock options in connection with the divestiture of ADT Commercial. See footnotes (3) and (4) to the “Stock Awards” and “Option Awards” columns, respectively of the “Summary Compensation Table” above for additional information. |

  113. Grants of Plan-Based Awards in Fiscal 2023 Table

    | (6) Ms. Harty’s actual 2023 AIP award was prorated based on the number of full months worked during the performance period in accordance with The ADT Inc. Severance Plan for U.S. Officers and Executives. |

  114. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    Outstanding Equity Awards at Fiscal 2023 Year-End Table The following table shows equity awards outstanding as of December 31, 2023 for each of the NEOs. All numbers (other than exercise prices) have been rounded to the nearest whole dollar or share.

  115. Outstanding Equity Awards at Fiscal 2023 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(7) | Market Value of Shares or Units of Stock That Have Not Vested ($)(8) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(9) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(8) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | James D. DeVries | 1/18/2018(2) | 775,707 | — | 775,706 | 13.30 | 1/18/2028 | 1,514,133 | 10,326,387 | 1,119,194 | 7,632,903 | | | 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 | | | | | | Jeffrey A. Likosar | 1/18/2018(2) | 794,822 | — | 794,821 | 13.30 | 1/18/2028 | 299,829 | 2,044,834 | 1,146,774 | 7,820,999 | | | 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 | | | | | | David W. Smail | 3/14/2019(5) | 358,851 | — | — | 5.48 | 3/14/2029 | 193,181 | 1,317,494 | — | — | | | 3/9/2020(6) | 130,562 | — | — | 5.27 | 3/9/2030 | | | | | | Wayne D. Thorsen | | | | | | | 447,265 | 3,050,347 | — | — | | Donald M. Young | 1/18/2018(2) | 712,320 | — | 712,319 | 13.30 | 1/18/2028 | 193,181 | 1,317,494 | 1,229,275 | 8,383,656 | | | 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 | | | | | | Kenneth J. Porpora | 1/18/2018(2) | 66,903 | — | 53,522 | 13.30 | 1/18/2028 | — | — | 77,222 | 526,651 | | | 1/18/2018(3) | 78,781 | — | — | 13.30 | 1/18/2028 | | | | | | | 3/14/2019(5) | 47,847 | — | — | 5.48 | 3/14/2029 | | | | | | | 3/9/2020(6) | 58,028 | — | — | 5.27 | 3/9/2030 | | | | | | Daniel M. Bresingham | 1/18/2018(2) | 712,320 | — | 712,319 | 13.30 | 1/18/2028 | — | — | 1,229,275 | 8,383,656 | | | 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) | 1,061,070 | — | — | 5.27 | 3/9/2030 | | | | | | Harriet K. Harty | | | | | | | 86,070 | 586,997 | — | — |

  116. Outstanding Equity Awards at Fiscal 2023 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. |

  117. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (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 (c) will vest as of any measurement date if, and to the extent that, Apollo receives specified levels of its invested capital in the Company. See “Distributed Shares and Top-Up Options” above for a discussion of the Performance Tranche vesting criteria. |

  118. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (3) Represents stock options granted in connection with our IPO, which are fully vested. |

  119. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (4) Represents stock options granted in connection with Mr. DeVries’ promotion to the role of CEO which became fully vested on December 1, 2021. |

  120. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (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. |

  121. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (6) 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. |

  122. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | | 2024 PROXY STATEMENT | 45 |

  123. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (7) 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. |

  124. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (8) The values in these columns are based on the $6.82 closing price of our common stock on December 29, 2023, the last trading day prior to the end of our last completed fiscal year. |

  125. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (9) Represents unvested Distributed Shares subject to performance-based vesting requirements (i.e., the Performance Tranche). These performance-based Distributed Shares will vest as of any measurement date if, and to the extent that, Apollo receives specified levels of its invested capital in the Company. See “Distributed Shares and Top-Up Options” above for a discussion of the Performance Tranche vesting criteria. |

  126. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | Name | Grant Date | Vesting Schedule | | James D. DeVries | 3/1/2021 | • 208,871 unvested RSUs (including dividend equivalent units) became fully vested on March 1, 2024. | | | 3/2/2022 | • 505,777 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 2, 2024 and 2025. | | | 3/1/2023 | • 799,485 unvested RSUs (including dividend equivalent units) vest in three installments of one-third on March 1, 2024, 2025 and 2026. | | Jeffrey A. Likosar | 3/1/2021 | • 45,288 unvested RSUs (including dividend equivalent units) became fully vested on March 1, 2024. | | | 3/2/2022 | • 100,721 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 2, 2024 and 2025. | | | 3/1/2023 | • 153,820 unvested RSUs (including dividend equivalent units) vest in three installments of one-third on March 1, 2024, 2025 and 2026. | | David W. Smail | 3/1/2021 | • 27,176 unvested RSUs (including dividend equivalent units) became fully vested on March 1, 2024. | | | 3/2/2022 | • 65,687 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 2, 2024 and 2025. | | | 3/1/2023 | • 100,318 unvested RSUs (including dividend equivalent units) vest in three installments of one-third on March 1, 2024, 2025 and 2026. | | Wayne D. Thorsen | 2/1/2023 | • 346,947 unvested RSUs (including dividend equivalent units) vest in three installments of one-third on February 1, 2024, 2025 and 2026. | | | 3/1/2023 | • 100,318 unvested RSUs (including dividend equivalent units) vest in three installments of one-third on March 1, 2024, 2025 and 2026. | | Donald M. Young | 3/1/2021 | • 27,176 unvested RSUs (including dividend equivalent units) became fully vested on March 1, 2024. | | | 3/2/2022 | • 65,687 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 2, 2024 and 2025. | | Harriet K. Harty | 3/1/2023 | • 100,318 unvested RSUs (including dividend equivalent units) vest in three installments of one-third on March 1, 2024, 2025 and 2026. | | | 3/1/2021 | • 20,383 unvested RSUs (including dividend equivalent units) became fully vested on March 1, 2024. | | | 3/2/2022 | • 65,687 unvested RSUs (including dividend equivalent units) vest in two equal installments on March 2, 2024 and 2025. |

  127. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | 46 | 2024 PROXY STATEMENT | |

  128. Stock Vested in Fiscal 2023 Table

    Stock Vested in Fiscal 2023 Table The following table sets forth information regarding equity awards that vested during fiscal year 2023. All numbers have been rounded to the nearest whole dollar or share, where applicable.

  129. Stock Vested in Fiscal 2023 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 | — | — | 964,116 | 7,337,604 | | Jeffrey A. Likosar | — | — | 375,065 | 2,857,933 | | David W. Smail | — | — | 121,838 | 927,207 | | Wayne D. Thorsen | — | — | — | — | | Donald M. Young | — | — | 318,371 | 2,426,754 | | Kenneth J. Porpora | — | — | 136,085 | 1,035,711 | | Daniel M. Bresingham | 200,000 | 732,510 | 373,332 | 2,757,619 | | Harriet K. Harty | — | — | 91,467 | 644,818 |

  130. Stock Vested in Fiscal 2023 Table

    | (1) The values realized are based on the closing price of our common stock on the applicable vesting or exercise dates. |

  131. Stock Vested in Fiscal 2023 Table

    | (2) Includes the accelerated vesting of a portion of the March 1, 2021, March 2, 2022 and March 1, 2023 RSU awards held by Mr. Bresingham, which would not otherwise have been vested upon his separation from the Company on October 2, 2023 in connection with the divestiture of ADT Commercial as outlined in the Section “2023 Decisions Related to Equity Awards in connection with the Divestiture of ADT Commercial” |

  132. Non-Qualified Deferred Compensation for Fiscal 2023

    Non-Qualified Deferred Compensation for Fiscal 2023 The following table sets forth information related to the non-qualified deferred compensation accounts of our NEOs as of December 31, 2023.

  133. Non-Qualified Deferred Compensation for Fiscal 2023

    | | 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 | 130,396 | 130,396 | 243,776 | — | 1,575,458 | | Jeffrey A. Likosar | 69,339 | 69,339 | 317,454 | — | 1,112,177 | | David W. Smail | 43,425 | 43,425 | 52,705 | | 386,482 | | Wayne D. Thorsen | — | — | — | — | — | | Donald M. Young | 131,156 | 58,290 | 1,381,980 | — | 5,156,982 | | Kenneth J. Porpora | — | — | 243 | — | 5,043 | | Daniel M. Bresingham | — | — | 39,283 | — | 641,657 | | Harriet K. Harty | 429,750 | 16,027 | 100,302 | — | 947,365 |

  134. Non-Qualified Deferred Compensation for Fiscal 2023

    | (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 2023. 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. |

  135. Non-Qualified Deferred Compensation for Fiscal 2023

    | (2) The amounts shown in this column include earnings (or losses) on the NEO’s notional account in the SSRP. |

  136. Non-Qualified Deferred Compensation for Fiscal 2023

    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 shall be allocated among the various measurement funds. If no such

  137. Non-Qualified Deferred Compensation for Fiscal 2023

    | | 2024 PROXY STATEMENT | 47 |

  138. Non-Qualified Deferred Compensation for Fiscal 2023

    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 2023, (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 pre-tax contributions equal to 5% of his base salary and 5% of his performance bonus, (iii) Mr. Young elected to make pre-tax contributions equal to 11% of his base salary and 11% 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, and (v) Ms. Harty elected to make pre-tax contributions equal to 8% of her base salary and 80% of her performance bonus. 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 2023 based on the satisfaction of a specific Company performance metric. 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.

  139. 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. Since Mr. Porpora voluntarily terminated his employment with the Company on December 29, 2023 to become the Chief Executive Officer of a privately-held company, he did not receive any payments or benefits in connection with his termination. Mr. Bresingham’s employment with the Company terminated upon the divestiture of ADT Commercial on October 2, 2023. In connection with such divestiture, all ADT equity awards held by ADT Commercial employees, including those held by Mr. Bresingham, were modified as described above in “2023 Decisions Related to Equity Awards in connection with the Divestiture of ADT Commercial.” Mr. Bresingham did not receive any other payments or benefits in connection with the divestiture. As a result, Messrs. Porpora and Bresingham are generally excluded from the disclosure below.

  140. 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, 2023, and as of such date our employee population consisted of 14,287 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, 2023, our last completed fiscal year:

  141. PAY RATIO DISCLOSURE

    | • | The annual total compensation of the individual identified as the median compensated employee of the Company (other than our CEO) was $72,539; and |

  142. PAY RATIO DISCLOSURE

    | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table of this proxy statement, was $8,836,807. |

  143. PAY RATIO DISCLOSURE

    As a result, for fiscal year 2023, 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 122 to 1.

  144. PAY RATIO DISCLOSURE

    | 54 | 2024 PROXY STATEMENT | |

  145. 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” on page 23 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.

  146. Pay versus Performance Disclosure Table

    Pay versus Performance Disclosure Table The following table discloses, for fiscal years 2020, 2021, 2022 and 2023, 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 pages 32-33). 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.

  147. Pay versus Performance Disclosure Table

    | Year | Summary Compensation Table Total for CEO ($) (1)(2) | Compensation “Actually Paid” to CEO ($) (5) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (3)(4) | Average Compensation “Actually Paid” to Non-CEO NEOs ($) (5) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (7) | Adjusted EBITDA (8) | | | | | | | Company Total Shareholder Return ($) (6) | Peer Group Total Shareholder Return ($) (6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | ($000) (h) | ($000) (i) | | 2023 | 8,836,807 | 1,214,303 | 2,621,874 | (314,323) | 92.8 | 132.9 | 463,009 | 2,364,800 | | 2022 | 8,826,244 | 10,598,832 | 2,465,935 | 3,690,397 | 120.70 | 101.10 | 132,663 | 2,310,187 | | 2021 | 7,479,792 | 9,809,680 | 2,854,449 | 3,830,424 | 110.00 | 122.40 | (340,820) | 2,107,247 | | 2020 | 14,142,293 | 18,007,358 | 7,718,158 | 10,162,481 | 101.00 | 107.00 | (632,193) | 2,147,259 |

  148. Pay versus Performance Disclosure Table

    | (1) The CEO for each year reported was James D. DeVries. |

  149. Pay versus Performance Disclosure Table

    | (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. |

  150. Pay versus Performance Disclosure Table

    | | 2024 PROXY STATEMENT | 55 |

  151. Pay versus Performance Disclosure Table

    | (3) Non-CEO NEOs for each year reported were as follows: |

  152. Pay versus Performance Disclosure Table

    | • | 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 |

  153. Pay versus Performance Disclosure Table

    | • | 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). |

  154. Pay versus Performance Disclosure Table

    | • | 2021: Jeffrey A. Likosar; Daniel M. Bresingham; Donald M. Young; Keith F. Holmes and James P. Boyce. |

  155. Pay versus Performance Disclosure Table

    | • | 2020: Jeffrey A. Likosar; Daniel M. Bresingham; Donald M. Young; Jamie E. Haenggi and James P. Boyce. |

  156. Pay versus Performance Disclosure Table

    | (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. |

  157. Pay versus Performance Disclosure Table

    | (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 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). 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: |

  158. Pay versus Performance Disclosure Table

    | Year | | | Equity Award Adjustments | | | | | | | | 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) | | | 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 | (2,055,502) | (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 |

  159. 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”. |

  160. Pay versus Performance Disclosure Table

    | (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). |

  161. Pay versus Performance Disclosure Table

    | 56 | 2024 PROXY STATEMENT | |

  162. Pay versus Performance Disclosure Table

    | (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. |

  163. Pay versus Performance Disclosure Table

    | (7) Represents, in thousands, the amount of net income (loss), reflected in the Company’s audited financial statements for the year indicated. |

  164. Pay versus Performance Disclosure Table

    | (8) 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. |

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

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

  166. DIRECTORS

    DIRECTORS Compensation for our non-employee directors (other than directors who are affiliated with 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 $100,000 and a one-year vesting term. In addition, 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

  167. DIRECTORS

    | 58 | 2024 PROXY STATEMENT | |

  168. DIRECTORS

    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 2023 compensation paid to our eligible non-employee directors.

  169. Director Compensation

    Director Compensation

  170. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Tracey R. Griffin | 100,000 | 100,000 | 200,000 | | Matthew E. Winter (2) | 126,087 | 100,000 | 226,087 | | Sigal Zarmi | 100,000 | 100,000 | 200,000 |

  171. Director Compensation

    | (1) This column reflects the fair value of the awards granted to our independent non-employee directors on May 24, 2023, 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, 2023, the total number of RSUs (inclusive of dividend equivalent units) outstanding for each of Mr. Winter, Ms. Griffin and Ms. Zarmi was 16,745, 16,745 and 16,745 respectively. |

  172. Director Compensation

    | (2) For 2023, Mr. Winter served as our Audit Committee chair and was appointed Lead Independent Director on September 15, 2023 for which he received a prorated portion of the annual cash retainer that was paid in the first quarter of 2024. |

  173. Director Compensation

    | | 2024 PROXY STATEMENT | 59 |

  174. Why Stockholders Should Vote to Approve the 2024 Plan Amendment

    | • | Non-employee director pay limit. Other than for one-time appointment awards, the Omnibus Incentive Plan provides that non-employee directors may not receive awards to the extent their total compensation, including cash compensation, would exceed $400,000. |