DEF 14A of ADT Inc.
Filed Apr 14, 2026 · FY20250001703056-26-000032
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| Nicole Bonsignore | | | Age: 48 Director Since: 2023 | Principal Occupation and Business Experience: Ms. Bonsignore is a board member designee of Apollo Global Management, Inc. (together with its subsidiaries and affiliates, “Apollo”) and serves as a Partner at Apollo, where she has helped steward the organization’s human capital efforts since 2011. Ms. Bonsignore currently leads Human Capital for Apollo’s Equity Business, serves as Global Head of Talent Strategy, and is a member of Apollo’s Human Capital Leadership Team. Previously, Ms. Bonsignore served as Vice President at Neuberger Berman, where she was responsible for the Recruiting and Training & Development team, and as the Head of Associate and Analyst Programs for the Investment Management Division at Lehman Brothers. Education: Bachelor of Arts in Economics from Bucknell University Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Bonsignore should serve as a director due to her deep expertise in human capital strategy, executive talent development, and organizational leadership at scale. Her experience overseeing talent, culture, and leadership development across a global private equity platform provides valuable insight into workforce strategy, succession planning, and incentive alignment, which are critical to supporting the Company’s operational performance and long-term growth strategy. |
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| Thomas Gartland | | | Age: 68 INDEPENDENT Director Since: 2025 Committees •Audit | Principal Occupation and Business Experience: Mr. Gartland has served as Chairman and CEO of Montway Auto Transport, a privately-held North American transport company, since 2023. From 2017 to 2023, Mr. Gartland served as executive chairman of SGL TransGroup, a privately-held global freight forwarder, and from 2011 to 2014, as President of North America for Avis Budget Group, a provider of vehicle rental services. Other Public Company Directorships (Past 5 Years): •Xenia Hotels & Resorts, Inc. (2015 – present) ◦Company Description: self- advised and self-administered REIT that invests primarily in premium full-service, lifestyle and urban upscale hotels ◦Current Committees: Nominating and Corporate Governance (Chair); Compensation •ABM Industries, Inc. (2015 – present) ◦Company Description: leading provider of integrated facility services and solutions ◦Current Committees: Governance; Compensation Education: Bachelor degree in Business Administration/Marketing from the University of St. Thomas in St. Paul, Minnesota Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Gartland should serve as a director due to his rigorous oversight capabilities in operational logistics, capital allocation, and M&A execution. His proven track record of driving operational efficiency and cost discipline across highly distributed, capital-intensive service networks directly supports the Company’s focus on optimizing its national footprint of smart home security professionals. |
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| Reed B. Rayman | | | Age: 39 Director Since: 2016 Committees •Executive (Chair) | Principal Occupation and Business Experience: Mr. Rayman is a board member designee of Apollo and is a Partner in Apollo’s Private Equity business. Mr. Rayman also serves as the deputy global head of Apollo’s Hybrid business, the firm’s solutions-oriented strategy that encompasses the Hybrid Value Funds, Opportunistic Credit vehicles, and Apollo Aligned Alternatives. Since joining Apollo in 2010, he has led numerous investments in the technology, media, and home services sectors. Mr. Rayman currently serves on the board of directors of Yahoo (Chair), Shutterfly, and Soho House. Prior to Apollo, Mr. Rayman was a member of the Principal Strategies group and the Industrials Investment Banking group at Goldman Sachs. Education: AB in Economics (cum laude) from Harvard Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Rayman should serve as a director due to his extensive experience in large scale capital deployment, strategic oversight, and value creation across technology enabled and consumer facing businesses. His deep expertise in complex financing structures, portfolio company governance, and operational transformation provides the Board with a sophisticated private equity perspective that directly supports the Company’s long-term strategic and financial objectives. |
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| Danielle Tiedt | | | Age: 50 INDEPENDENT Director Since: 2024 Committees •Nominating and Corporate Governance | Principal Occupation and Business Experience: Ms. Tiedt is a seasoned technology executive with over 25 years of experience in building global products and brands and driving marketing innovation. Since joining Google in 2012 as the Chief Marketing Officer for YouTube, she has been instrumental in transforming the platform into a premier global entertainment and learning destination. Under her leadership, YouTube has expanded its operation to 76 countries and grown into a $60B business powered by both a growing subscription business and advertising. Ms. Tiedt oversees global marketing strategy and execution, product marketing, brand vision, growth marketing, and AI marketing transformation for the entire portfolio of products including core YouTube, YouTube Kids, YouTube Music, YouTube Premium, YouTube TV, NFL Sunday Ticket, and the growth of the creator economy. Prior to her tenure at Google, she spent 15 years in various leadership roles across product and marketing at Microsoft. Education: Bachelor of Business Administration in Marketing and Management from the University of Wisconsin-Madison School of Business Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Tiedt should serve as a director based on her specialized expertise in launching, scaling, and marketing large-scale, global subscription services (such as YouTube Premium). She provides the Board with highly relevant, modern oversight capabilities for expanding the Company’s recurring revenue base and deploying AI-driven consumer engagement platforms in the smart home sector. |
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| Sigal Zarmi | | | Age: 62 INDEPENDENT Director Since: 2021 Committees •Audit | Principal Occupation and Business Experience: Ms. Zarmi has served as a Senior Advisor for the Boston Consulting Group, Inc., a global management consulting firm, since 2021. From 2018 to 2023, Ms. Zarmi served in various capacities, including as International CIO and Global Head of Transformation, at Morgan Stanley, a multinational investment bank and financial services company. Other Public Company Directorships (Past 5 Years): •GoDaddy, Inc. (2023 – present) ◦Company Description: domain registrant ◦Current Committees: Audit and Risk •JFrog Ltd. (2025 – present) ◦Company Description: software company ◦Current Committees: Audit; Nominating and Corporate Governance; Cyber (subcommittee of Audit) •Hashicorp, Inc. (2021 – 2025) ◦Company Description: infrastructure software company; acquired by IBM in 2025 ◦Committees: Audit; Nominating and Corporate Governance (Chair) Education: Master of Business Administration (MBA) from Columbia University in New York City; Bachelor of Science in Engineering from the Technion—Israel Institute of Technology in Haifa, Israel Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Zarmi should serve as a director to provide critical, highly specialized oversight in information technology, cybersecurity, data privacy, and AI. Her C-level technological expertise in securing massive, highly sensitive data ecosystems aids in shielding the Company against evolving cyber vulnerabilities and guides the ethical, secure deployment of our AI and machine learning initiatives. |
Continuing Directors
Continuing Directors The term of the following four current Class I directors will expire at the 2027 Annual Meeting of Stockholders.
Continuing Directors
| James D. DeVries | | | Age: 63 Director Since: 2018 Chairman, President and Chief Executive Officer Committees: •Executive | Principal Occupation and Business Experience: Mr. DeVries is Chairman of our Board of Directors, and our President and Chief Executive Officer (“CEO”). Mr. DeVries joined the Company in 2016 as Executive Vice President and Chief Operating Officer and was appointed as our President in September 2017, CEO in December 2018 and as our Chairman in 2023. Prior to joining ADT, Mr. DeVries spent nearly a decade at Allstate Insurance Company, serving as Executive Vice President of Operations as well as Executive Vice President and Chief Administrative Officer, with responsibility for real estate and administration, human resources, and procurement. Mr. DeVries has also held various executive and management roles at Principal Financial Group, Ameritech, Quaker Oats Company, and Andrew Corporation. Other Company Directorships (Past 5 Years): •ABM Industries, Inc. (NYSE: ABM) (2022 – present) ◦Company Description: leading provider of integrated facility services and solutions ◦Current Committees: Compensation (Chair) •Amsted Industries Inc. (2016 – present) ◦Company Description: diversified global manufacturer of industrial components serving primarily the railroad, vehicular and construction and building markets ◦Current Committees / Other Positions: Lead Independent Director; Compensation (Chair) Education: Master of Business Administration (MBA) from the Kellogg School of Management at Northwestern University; Master’s degree in Industrial Relations from Loyola University; and Bachelor’s degree in Human Resources from Trinity International University Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. DeVries should serve as a director due to his instrumental role in driving the Company's business transformation and his deep expertise in recurring revenue growth. His strategic execution of various partnerships, alongside the launch of the ADT+ platform, demonstrates a proven ability to deploy capital into high-yield technological ecosystems. Furthermore, his prior C- suite leadership in the insurance sector provides the Board with specialized knowledge in managing large-scale, consumer-facing property risk frameworks. |
Continuing Directors
| 8 | 2026 PROXY STATEMENT | |
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| Tracey R. Griffin | | | Age: 61 INDEPENDENT Director Since: 2018 Committees •Compensation | Principal Occupation and Business Experience: Ms. Griffin has served as Group Chief Financial Officer of Chalhoub Group, a privately held luxury goods retailer and distributor headquartered in Dubai, UAE and marketing in the Gulf Cooperation Council (GCC), Latin America, and France, since 2023. From 2019 to 2023, Ms. Griffin served as Chief Financial Officer and Chief Operating Officer of Framebridge, Inc., a U.S.-based online and retail custom framing brand, as Chief Financial Officer of Austin-based lifestyle retail brand Kendra Scott, from 2018 to 2019, and as 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 2014 to 2016. In her roles at PANDORA, Ms. Griffin was responsible for implementing and overseeing strategic growth initiatives across the company, including its expansion into Latin America. Education: Master of Business Administration (MBA) from the Stanford Graduate School of Business; Bachelor of Science in Finance from Georgetown University Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Griffin should serve as a director due to her extensive financial and operational leadership within highly visible consumer brands. She provides specialized expertise in consumer marketing, retail/ digital transformations, and rigorous financial oversight, which is vital for managing the Company’s consumer subscription models and optimizing direct-to-consumer acquisition costs. |
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| Benjamin Honig | | | Age: 37 Director Since: 2022 | Principal Occupation and Business Experience: Mr. Honig serves on the Board of Directors as a designee of Apollo. Since 2013, he has been employed by Temasek, a global investment company, where he focuses on investing in technology, healthcare, consumer, and services companies. In his role at Temasek, Mr. Honig currently serves as a member of the board of directors of Creative Artists Agency (CAA) Holdings, LLC, a talent agency, and Horizon Media Holdings, LLC, a media agency. He was also closely involved in investments made by Temasek including Virtu Financial, Inc., EMC Corp., VMware, Inc., Dell Technologies, Inc., Harry’s, Inc., and National Veterinary Associates (NVA). From 2010 to 2013, Mr. Honig was employed by Credit Suisse as an investment banker in the Mergers & Acquisitions department. Education: BA in Economics (magna cum laude) from Cornell University Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Honig should serve as a director due to his hands-on investment experience, financial acumen, and active involvement in portfolio company oversight. His background in evaluating strategic alternatives, capital allocation decisions, and operational improvement initiatives provides the Board with practical insight into executing value creation strategies and navigating complex business and market environments. |
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| Daniel Houston | | | Age: 64 INDEPENDENT Director Since: 2024 Committees •Compensation (Chair) •Nominating and Corporate Governance | Principal Occupation and Business Experience: In September 2025, Mr. Houston retired as executive chair of Principal Financial Group® (“Principal®”), a Fortune 500 global financial services company. Throughout his 40 years with Principal®, Mr. Houston held numerous leadership roles, including as senior vice president in 2000, executive vice president in 2006, president of Retirement and Income Solutions in 2008, president and chief operating officer in 2014, chief executive officer in 2015, and chairman in 2016. Other Public Company Directorships (Past 5 Years): •Arch Capital Group Ltd. (2024 – present) ◦Company Description: global leader in providing specialty insurance, reinsurance and mortgage insurance solutions ◦Current Committees: Compensation and Human Capital; Nominating and Governance •Principal Financial Group (2015 – 2025) ◦Company Description: global financial services company ◦Committees / Other Positions: Chairman of the Board Education: Bachelor of Arts degree from Iowa State University; honorary doctorate from Iowa State’s Ivy College of Business Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Houston should serve as a director because of his large-scale enterprise risk and capital management expertise. Having overseen hundreds of billions in assets under management, he provides the Board with deep insight into institutional capital allocation, strategic growth initiatives, and human capital strategy, directly supporting the Company’s focus on sustainable, long- term shareholder value creation. |
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| Paul J. Smith | | | Age: 63 INDEPENDENT Director Since: 2022 Committees •Compensation | Principal Occupation and Business Experience: Mr. Smith serves on the Board of Directors as a designee of State Farm pursuant to the State Farm Investor Rights Agreement. In April 2025, Mr. Smith retired as an Executive Vice President of State Farm Fire & Casualty Company (“State Farm”), a property and casualty insurance provider. Prior to his retirement, Mr. Smith also served as Chief Operating Officer of State Farm until January 2025, where he was responsible for the Property & Casualty and Life product lines and Enterprise Technology and also led enterprise transformation efforts work to position State Farm for future growth. Mr. Smith joined State Farm in 1988, working in a variety of finance and operational positions, including various senior management roles such as Chief Financial Officer, EVP, Property and Casualty and EVP, Technology and Innovation. Education: Bachelor of Science in Accounting from the University of Wisconsin–Eau Claire; graduate of The General Managers Program at Harvard Business School Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Smith should serve as a director because his extensive background managing large-scale, complex operations during his time as Chief Operating Officer at State Farm is crucial for overseeing the Company’s strategic objectives. His operational mindset and executive leadership at State Farm directly link the Board to the strategic, technological, and financial capabilities required to successfully scale our smart home technology platforms. |
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| Matthew E. Winter | | | Age: 69 LEAD INDEPENDENT DIRECTOR Director Since: 2018 Committees •Audit (Chair) | Principal Occupation and Business Experience: In 2018, Mr. Winter retired as President of The Allstate Corporation, a leading insurance provider. Prior to his retirement, Mr. Winter served as the President, Allstate Personal Lines for The Allstate Corporation from 2013 to 2015. Mr. Winter joined The Allstate Corporation in 2009 as President and Chief Executive Officer of Allstate Financial. Other Public Company Directorships (Past 5 Years): •The Hartford Insurance Group (2020 – present) ◦Company Description: investment and insurance company ◦Current Committees: Compensation (Chair); Finance, Investment & Risk Management •H&R Block Inc. (2017 – present) ◦Company Description: tax preparation company ◦Current Committees: Compensation (Chair); Audit Education: Juris Doctor (JD) from the Albany Law School of Union University; Master of Laws (LLM) from the University of Virginia School of Law; Bachelor of Science from the University of Michigan Experience, Qualifications, Attributes, and Skills: The Board concluded Mr. Winter should serve as a director because of his C-suite operational and risk management expertise. Having overseen substantial pools of consumer recurring revenue and national distribution networks at Allstate, he provides critical oversight regarding enterprise risk management, consumer service delivery at scale, and property casualty integrations—a core component of ADT’s strategic partnership ecosystem. |
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| Suzanne Yoon | | | Age: 50 INDEPENDENT Director Since: 2024 Committees •Audit •Nominating and Corporate Governance (Chair) | Principal Occupation and Business Experience: Ms. Yoon has served as managing partner and Chair of the Investment and Management Committees of Kinzie Capital Partners, a Chicago-based private equity firm, since she founded the firm in 2017. Prior to founding Kinzie, Ms. Yoon held senior roles at Versa Capital Management, CIT Group and LaSalle Bank/ABN AMRO. Education: Bachelor of Arts in Economics from the University of Iowa; Executive Scholar of Northwestern University’s Kellogg School of Management Experience, Qualifications, Attributes, and Skills: The Board concluded Ms. Yoon should serve as a director to provide strong experience in capital allocation, debt structuring, and strategic transactions. Additionally, her experience with integrating technology and data analytics to drive operational efficiency strongly positions her to oversee the Company’s technology-driven cost optimization and strategic M&A initiatives. |
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| Todd Dernberger | | | | Todd Dernberger has served as our Executive Vice President and Chief Growth Officer since February 2025. From April 2024 to February 2025, Mr. Dernberger served as our Senior Vice President and Chief Growth Officer. Prior to his current role, Mr. Dernberger served as our Senior Vice President of Field and Virtual Operations from January 2022 to April 2024 and Vice President of Operations from April 2018 to January 2022. With almost 20 years of experience at ADT, starting in 2007 as a Residential Sales Representative and assuming roles of increasing responsibility since then, Mr. Dernberger is recognized as a leader who builds culture within our sales teams and accelerates growth. |
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| Omar Khan | | | | Omar Khan has served as our Executive Vice President and Chief Business Officer since joining ADT in March 2025 and is responsible for leading our product, engineering, innovation, business development and strategic partnership teams. Prior to joining ADT, Mr. Khan served as Chief Operating Officer for HealthyMD, a healthcare company, from May 2023 to March 2025, and as a Senior Advisor for Boston Consulting Group. Previously, Mr. Khan served as Chief Operating Officer for American Health Associates, a healthcare company, from May 2021 to May 2023, and as Chief Executive Officer for Transformco, a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences for customers, from May 2020 to May 2021. Mr. Khan received an SB in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology (MIT) and a Master’s in Electrical Engineering from MIT. |
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| David Scott | | | | David Scott has served as our Executive Vice President, Chief People and Administration Officer since September 2023. Mr. Scott is responsible for our human resources, real estate, security and environmental, health and safety functions. Prior to joining ADT, Mr. Scott served as the Executive Vice President, Chief Human Resources Officer at DISH Network from February 2018 to July 2023, where he led an HR transformation and oversaw real estate, construction, travel, security and corporate dining. Mr. Scott began his career at Walmart, where he served for 20 years in various HR leadership roles, eventually serving as Senior Vice President of Talent and Organizational Effectiveness before his departure. Mr. Scott received a BS in business from the University of Florida. Mr. Scott currently serves as an Advisory Board member of HermanScience and Airvet. |
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| David W. Smail | | | | David W. Smail has served as our Executive Vice President, Chief Legal Officer and Secretary since February 2019 and has more than 30 years of legal experience in the U.S. and internationally, including 10 years of law firm corporate and securities transactional practice, and more than 20 years in public company general counsel roles. From August 2015 to September 2018, Mr. Smail served as Executive Vice President & Chief Legal Officer for Scientific Games Corporation, a leading developer and provider of technology-based products, systems, platforms and services for the global gaming and lottery industries. Previously, Mr. Smail held the role of Executive Vice President & General Counsel at Morgans Hotel Group, an international hospitality company, and served as Executive Vice President and Group General Counsel of global advertising and communications services group Havas S.A. Mr. Smail also was a partner in the international law firm Hogan Lovells (previously Hogan & Hartson). Mr. Smail received a JD cum laude from Harvard Law School and a BA summa cum laude in Biology and French from Macalester College. |
COMPENSATION DISCUSSION AND ANALYSIS
| 2025 Highlights | 26 | Employment Arrangements | 44 | | Chief Executive Officer – Performance Goals | 27 | Supplemental Savings and Retirement Plan | 37 | | Executive Compensation Philosophy | 28 | Executive Benefits and Limited Perquisites | 37 | | Process for Determining Executive Officer Compensation | 29 | Severance Benefits | 38 | | Role of Compensation Committee and Board of Directors | 30 | Other Compensation Policies and Practices | 42 | | Independent Compensation Consultant | 30 | Insider Trading Policy and Equity Transaction Pre-Approval | 38 | | Role of External Market Data | 30 | Anti-Hedging and Short Sale Policy | 38 | | Peer Group Development | 31 | Anti-Pledging/Purchases of Company Securities on Margin | 39 | | 2025 Advisory Vote on Executive Compensation | 32 | Equity Grant Practices | 39 | | Elements of Executive Compensation | 32 | Pay Recoupment (Clawback) Policy | 39 | | Base Salary | 34 | Stock Ownership Guidelines | 39 | | Annual Incentive Compensation | 34 | Tax and Accounting Considerations | 40 | | Non-GAAP Measures - Adjusted EPS | 36 | Section 162(m) of the Code | 40 | | 2025 Long-Term Incentive Plan Equity Awards | 36 | Section 280G of the Code | 40 |
Chief Executive Officer – Performance Goals
Chief Executive Officer – Performance Goals Mr. DeVries’ performance as Chairman, President and CEO is evaluated by the Compensation Committee based on three primary categories: operating results, development and implementation of our long-term strategy, and maintaining and motivating a high-performing team. For 2025, the Compensation Committee determined that Mr. DeVries successfully executed on key financial and strategic objectives. In evaluating his performance, the Committee specifically considered his leadership in the following areas: Operating Results & Capital Allocation •Financial Execution: Led the Company in achieving the strong financial results detailed in the "2025 Highlights" section above, including $5.1 billion in Total Revenue, solid customer retention metrics, and strong cash generation. •Capital Returns: Directed the execution of the Company's capital allocation strategy, which included strengthening the balance sheet through debt maturity extensions and overseeing the return of $791 million to stockholders via dividends and share repurchases. Developing and Implementing Long-Term Strategy •Technology and Product Expansion: Advanced the Company’s transition toward a technology-forward platform by scaling the ADT+ ecosystem and expanding our strategic integrations with Google Nest. •Strategic Acquisitions: Led the evaluation and execution of the Origin AI acquisition, securing ambient sensing technology to support the Company's future product roadmap and privacy-focused security offerings. •Customer Care and Operational Efficiency: Oversaw the ongoing digitization of our service models, through ADT Remote Assistance and virtual agents to reduce service costs while maintaining high customer satisfaction.
Chief Executive Officer – Performance Goals
| 28 | 2026 PROXY STATEMENT | |
Independent Compensation Consultant
Independent Compensation Consultant The Compensation Committee has the authority to retain, compensate, and terminate an independent compensation consultant and any other advisors necessary to assist in its evaluation of executive compensation. The Board of Directors retained Pearl Meyer, a compensation consulting firm, as its independent external advisor to assist in its evaluation of executive compensation, and to provide insight and market perspective on our current compensation programs. In selecting Pearl Meyer, the Board of Directors reviewed their independence, including the factors prescribed by the SEC and NYSE, and concluded that there were no conflicts of interest that would preclude them from serving as an independent advisor to the Board. Pearl Meyer does not provide other services to us, except at the direction of our Board of Directors or Compensation Committee. We do not have any other relationships with Pearl Meyer.
Role of External Market Data
Role of External Market Data The Compensation Committee considers a number of factors in determining target total compensation for each of the Company’s executive officers (including our NEOs). These factors include position-specific market data, the executive’s experience and performance, and internal pay equity. While the Compensation Committee considers the median of the Company’s competitive market (including both selected peer companies and the broader competitive market) when evaluating executive compensation, it is only one factor among several, including those noted above, that is taken into consideration. Ultimately, the Compensation Committee uses its business judgment, informed by the experience of the members of the Compensation Committee to determine executive compensation. As a result, the Compensation
Role of External Market Data
| | 2026 PROXY STATEMENT | 31 |
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.
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 |
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. After review by the Compensation Committee in July 2025, the peer group of 14 companies remained unchanged from the prior year.
Peer Group Development
| 2025 Peer Group | | | Akamai Technologies, Inc. | NCR Voyix Corporation | | The Brink’s Company | NetApp, Inc. | | Equifax Inc. | Rockwell Automation, Inc. | | Juniper Networks, Inc. | Rollins, Inc. | | Frontier Communications Parent | Sirius XM Holdings Inc. | | Gen Digital Inc. | Telephone and Data Systems, Inc. | | H&R Block, Inc. | Trimble Inc. |
Peer Group Development
| 32 | 2026 PROXY STATEMENT | |
2025 Target Compensation (1)
| | | | 90% Variable | | CEO | 10% Base Salary | 14% Annual Incentive | 76% Long-Term Incentive | | | 24% CASH | | 76% EQUITY |
2025 Target Compensation (1)
| | | | 74% Variable | | Average for NEOs | 26% Base Salary | 23% Annual Incentive | 51% Long-Term Incentive | | | 49% CASH | | 51% EQUITY | | (1) For purposes of this chart, the amounts for each element of 2025 Target Compensation were determined using each individual’s base salary as of December 31, 2025, annual target cash incentive award under the Company’s 2025 annual incentive plan (the “2025 AIP”), and target equity award under the Company’s annual long-term incentive program for 2025 (the “2025 LTIP”). | | | |
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| Base Salary | Annual Incentive | Long-Term Incentive | | Fixed cash compensation: •Based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance •To attract and retain top talent with the experience, skills and abilities critical to the long-term success of the Company | Performance-based cash compensation: •To recognize individuals based upon their performance against goals and objectives aligned to the delivery of key operational and financial priorities •To drive Company performance against key financial goals which are aligned to the interests of stockholders | Equity-Based compensation: •To directly align the interests of executives with the interests of stockholders •To support focus on long-term, sustainable Company performance, and to drive retention of top talent | | Other Elements of Compensation: | | | | Benefits •To promote the health, wellness, and well-being of executives and provide a competitive overall compensation package •Includes medical, dental, and disability plans •The NEOs are eligible to participate in the same benefit plans applicable to the Company’s employee population as a whole Retirement Programs •The NEOs generally are eligible to participate in the same basic retirement plans available to the Company’s non-union employee population as a whole •Includes both a retirement savings plan and a deferred compensation plan Limited Perquisites •The Company generally believes that providing perquisites to our executives that are not provided to the employee population as a whole is not aligned with stockholder interests and best practices •As a limited exception, our CEO is provided reimbursement of certain travel and housing expenses each calendar year plus reimbursement for related taxes incurred, and certain executives, including the NEOs, are eligible to receive an annual physical examination at the Company’s expense •Additional detail can be found in this section under the heading “Executive Benefits and Limited Perquisites” | | |
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| Annual Incentive Compensation |
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| Name | Target Bonus % of Base Salary | | James D. DeVries | 150% | | Jeffrey A. Likosar | 100% | | Fawad Ahmad | 100% | | Omar Khan | 100% | | David W. Smail | 100% | | Donald M. Young | 100% |
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| Name | Base Salary | Bonus Target % | Bonus Target | Business Performance | Actual Bonus Paid for Fiscal Year 2025 | Payout as a Percent of Target | | James D. DeVries | $1,164,154 | 150% | $1,746,231 | 150% | $2,357,412 | 135% | | Jeffrey A. Likosar (1) | $783,651 | 100% | $783,651 | 150% | $1,157,929 | 148% | | David W. Smail | $611,630 | 100% | $611,630 | 150% | $825,701 | 135% | | Fawad Ahmad (2) | $600,000 | 100% | $430,685 | 150% | $581,425 | 135% | | Omar Khan (3) | $600,000 | 100% | $498,082 | 150% | $672,411 | 135% | | Donald M. Young (4) | $626,921 | 100% | $269,662 | 150% | $364,044 | 135% |
Adjusted EPS
| Long-Term Equity Compensation |
Adjusted EPS
The Company’s long-term incentive compensation program is designed to provide a significant portion of our executive's compensation opportunity in equity-based instruments. We believe that long-term equity compensation is important to ensure that the interests of our executives are aligned with those of our stockholders, thus promoting value-creation for our stockholders. The annual equity award grant process occurs in conjunction with the Compensation Committee's annual assessment of each executive's individual performance and potential, and it takes into account the competitive compensation landscape. In addition to annual grants, the Company may make equity grants in certain other circumstances, such as for new hires or promotions, or to recognize an individual’s extraordinary contributions to the Company. Our Board of Directors adopted, and our stockholders approved, our 2018 Omnibus Incentive Plan (as amended, the “Omnibus Incentive Plan”), pursuant to which we are permitted to grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and other stock-based awards as permitted under the Omnibus Incentive Plan. The Omnibus Incentive Plan is designed to align the interests of our management team with those of our stockholders.
Adjusted EPS
| 2025 Long-Term Incentive Plan Equity Awards |
Adjusted EPS
For fiscal year 2025, awards of equity under the 2025 LTIP were delivered to our NEOs in the form of non-qualified stock options. In determining to grant stock options, the Compensation Committee gave significant consideration to the fact that stock options do not provide any value to the executive unless the Company’s stock price increases following the grant date of the stock options. Therefore, the Compensation Committee considered that stock options would create a strong incentive for executives to drive increased long-term sustainable stockholder value, more strongly aligning interests of executives with those of our stockholders than in the case of RSUs. The following table describes the general terms and conditions applicable to stock options under our 2025 LTIP:
Adjusted EPS
| Grant Type | Vesting | Other Terms & Conditions | | Stock Options | Generally, one-third per year, subject to continued employment through each applicable vesting date. | Granted with an exercise price equal to the closing price of the Company’s Common Stock on the date of grant and expire on the 10th anniversary of the date of grant unless forfeited earlier. |
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| Name | Aggregate Value of 2025 LTI Award (1) | Stock Options Awarded (#) | | James D. DeVries | $9,939,019 | 3,681,118 | | Jeffrey A. Likosar | $2,667,983 | 988,142 | | David W. Smail | $1,333,992 | 494,071 | | Fawad Ahmad(2) | $1,033,706 | 374,531 | | Omar Khan(2) | $1,011,855 | 395,256 | | Donald M. Young (3) | $1,067,191 | 395,256 |
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| Severance Benefits |
Equity Grant Practices
Equity Grant Practices The Company’s practice is to grant annual equity awards to eligible employees on or after the first trading day after financial and other information about the Company has been widely released through a press release, newswire or periodic report filed with the SEC. This timing is designed to ensure that annual equity grants are made at a time when the market has the greatest amount of information concerning the Company’s performance, including its financial condition and results of operations, as is reasonably possible. All other equity grants during the year, which are generally comprised of new hire awards or other one-time grants, are made in conjunction with the Company’s Policy and Procedures for Granting Equity-Based Awards.
Pay Recoupment (Clawback) Policy
The Company’s stock ownership guidelines help further align the long-term interests of our independent directors and our management with the long-term interests of our stockholders. For purposes of determining an executive’s compliance with the guidelines, shares that count toward compliance are actual shares owned and unvested time-based RSUs. No stock options or unearned performance shares count toward guideline achievement. Under these guidelines, certain individuals are required to own equity with a value equal to a multiple of their annual base salary or, in the case of our independent directors, their annual cash retainer, before they can sell any of their shares of Common Stock as follows:
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 accelerated vesting of awards under long-term incentive plans, including stock options and other equity- based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. We do not provide excise tax gross-ups to our NEOs, including with respect to any taxes imposed by Section 4999 of the Code. Instead, the employment agreements with Messrs. DeVries and Likosar each provide, and for Mr. Young provided, for a best-net cutback, whereby if the adverse tax consequences described above were triggered, the executive would receive all relevant payments in full, but subject to the excise tax, or the payments would be reduced to the greatest amount that would not trigger such tax consequences, whichever results in the greater after-tax amount.
Section 280G of the Code
| REPORT OF THE COMPENSATION COMMITTEE |
Section 280G of the Code
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Members of the Compensation Committee: Daniel Houston, Chairman Tracey R. Griffin Paul J. Smith The Report of the Compensation Committee is not to be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
Section 280G of the Code
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Table of Contents
| Summary Compensation Table |
Table of Contents
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3) ($) | Option Awards (4) | Non-Equity Incentive Plan Compensation (5) ($) | All Other Compensation (6) ($) | Total ($) | | James D. DeVries Chairman, President and Chief Executive Officer | 2025 | 1,164,154 | — | 1,129,613 | 9,939,019 | 2,357,412 | 291,223 | 14,881,421 | | | 2024 | 1,153,555 | — | 3,435,926 | 9,652,303 | 1,658,919 | 243,935 | 16,144,638 | | | 2023 | 1,114,546 | — | 5,977,119 | — | 1,501,589 | 243,553 | 8,836,807 | | Jeffrey A. Likosar President, Corporate Development and Transformation, and Chief Financial Officer | 2025 | 776,516 | 100,000 | 3,731,957 | 2,667,983 | 1,057,929 | 97,167 | 8,431,552 | | | 2024 | 750,257 | — | 946,089 | 1,835,712 | 719,293 | 81,680 | 4,333,031 | | | 2023 | 724,886 | — | 1,149,994 | — | 851,076 | 86,047 | 2,812,003 | | David W. Smail Executive Vice President and Chief Legal Officer | 2025 | 606,061 | — | — | 1,333,992 | 825,701 | 70,788 | 2,836,542 | | | 2024 | 585,566 | — | — | 1,184,331 | 561,399 | 48,470 | 2,379,766 | | | 2023 | 565,765 | — | 749,998 | — | 355,710 | 56,818 | 1,728,291 | | Fawad Ahmad Executive Vice President and Chief Operating and Customer Officer | 2025 | 403,846 | 500,000 | 2,499,993 | 1,033,706 | 581,425 | 179,234 | 5,198,204 | | Omar Khan Executive Vice President and Chief Business Officer | 2025 | 470,769 | 350,000 | — | 3,571,855 | 672,411 | 594 | 5,065,629 | | Donald M. Young Former Executive Vice President and Chief Operating Officer | 2025 | 295,696 | | 1,226,749 | 1,067,191 | 364,044 | 33,547 | 2,987,227 | | | 2024 | 600,206 | | 3,773,873 | 1,184,331 | 575,434 | 56,787 | 6,190,631 | | | 2023 | 579,909 | | 749,998 | | 520,861 | 67,961 | 1,918,729 |
Table of Contents
| Summary Compensation Table—All Other Compensation |
Table of Contents
| Grants of Plan-Based Awards in Fiscal 2025 Table |
Table of Contents
| Outstanding Equity Awards at Fiscal 2025 Year-End Table |
Table of Contents
| Stock Vested in Fiscal 2025 Table |
Table of Contents
| Non-Qualified Deferred Compensation for Fiscal 2025 |
Table of Contents
| Potential Payments upon Termination or Change in Control |
Table of Contents
| PAY RATION DISCLOSURE |
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, 2025, and as of such date our employee population consisted of 12,190 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, 2025, our last completed fiscal year: •The annual total compensation of the individual identified as the median compensated employee of the Company (other than our CEO) was $78,569; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table of this proxy statement, was $14,881,421. As a result, for fiscal year 2025, 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 189 to 1.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The Company’s executive compensation philosophy is to pay for performance by providing compensation opportunities designed to align executives’ pay with the Company’s performance, measure the impact of performance against individual objectives and focus on producing sustainable long-term growth. A key component of our pay for performance strategy is to align management’s interests with interests of our stockholders through equity award grants which make up a substantial component of our executive compensation program. For further information concerning executive compensation for our named executive officers (NEOs), see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 25 of this Proxy Statement and the “Elements of Executive Compensation” on page 32 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.
Pay versus Performance Disclosure Table
Pay versus Performance Disclosure Table The following table discloses, for fiscal years 2021 through 2025, 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 Total Revenue. We believe Total Revenue is the most important performance measure in linking compensation actually paid to our NEOs because it is a predominant metric used in our annual incentive compensation plan and is directly tied to the evaluation of our CEO and other NEOs' performance. 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.
Pay versus Performance Disclosure Table
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Analysis of the Information presented in the Pay vs. Performance Table
Analysis of the Information presented in the Pay vs. Performance Table
Analysis of the Information presented in the Pay vs. Performance Table
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COMPENSATION OF NON-EMPLOYEE DIRECTORS
COMPENSATION OF NON-EMPLOYEE DIRECTORS Compensation for our non-employee directors (other than directors who are current employees of Apollo, Temasek or State Farm) consists of an annual cash retainer in the amount of $100,000 per year, paid on a quarterly basis in arrears, and an annual equity award of RSUs with a grant date fair value of approximately $150,000 and a one-year vesting term. In addition, non-employee directors who are chairs of the Audit, Compensation, and Nominating and Corporate Governance Committees will receive an additional annual cash retainer in the amount of $25,000, $20,000, and $15,000 per year, respectively, each of which will be paid in substantially equal quarterly installments in arrears. In September 2023, the Compensation Committee approved an additional annual cash retainer in the amount of $25,000 to be provided to the independent director who serves in the position of the Lead Independent Director. New directors who join our Board of Directors between annual meetings of our stockholders will receive a pro rata portion of cash and equity compensation based on the period of time from the date of their appointment to the Board of Directors to the date of the next annual meeting of stockholders. Our directors are also eligible to participate in our employee discount program with respect to certain services we provide to our customers. The following table sets forth information concerning the fiscal year 2025 compensation paid to our eligible non- employee directors.
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Thomas Gartland (2) | 69,167 | 199,311 | 268,478 | | Tracey R. Griffin | 100,000 | 150,000 | 250,000 | | Daniel Houston (3) | 112,222 | 150,000 | 262,222 | | Paul J. Smith | 50,000 | 150,000 | 200,000 | | Danielle Tiedt | 100,000 | 150,000 | 250,000 | | Matthew E. Winter (4) | 150,000 | 150,000 | 300,000 | | Suzanne Yoon (5) | 109,167 | 150,000 | 259,167 | | Sigal Zarmi | 100,000 | 150,000 | 250,000 |
Director Compensation
(1)This column reflects the fair value of the awards granted to our independent non-employee directors on May 21, 2025 (and for Mr. Gartland, includes a pro-rated award granted on January 21, 2025 in connection with his appointment), 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 2025 are excluded from the “Stock Awards” column. As of December 31, 2025, the total number of RSUs (inclusive of dividend equivalent units) outstanding for each of Mr. Winter, Ms. Griffin, Mr. Houston, Mr. Smith, Ms. Tiedt, Ms. Yoon and Ms. Zarmi was 17,959, and for Mr. Gartland was 24,867. (2)In accordance with the Company’s policy on granting awards to new directors who join our Board of Directors between annual meetings of our stockholders, Mr. Gartland received a prorated portion of cash and equity compensation based on the period of time from the date of his appointment to the Board of Directors to the date of the next annual meeting of stockholders. (3)For 2025, Mr. Houston served as our Compensation Committee Chair. (4)For 2025, Mr. Winter served as our Lead Independent Director and Audit Committee Chair. (5)Since February 2025, Ms. Yoon has served as our Nominating and Governance Chair. The above table reflects pro-rated amounts based on number of days in service with respect to Ms. Yoon’s compensation earned in such capacity during 2025.
Director Compensation
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