ADT ADT Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Table of Contents

Directors of the Company currently hold office until the third succeeding annual meeting of stockholders following their election and until the election and qualification of their successors. Under the Company’s amended and restated bylaws (the “Bylaws”) and amended and restated certificate of incorporation (the “A&R Certificate of Incorporation”), the Board of Directors can change the number of directors comprising the entire Board of Directors so long as the number is not more than 15. The Board of Directors currently consists of 13 directors. At the 2025 Annual Meeting, we are seeking stockholder approval to declassify our Board of Directors, as described in Proposal 3 – Amendment and Restatement to the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors. If that proposal is approved, starting in 2026 directors up for election will stand for election to serve one-year terms and the full Board of Directors will stand for annual election starting in 2028.

All of the nominees are members of the current Board of Directors. If any nominee for election to the Board of Directors should be unable to accept their nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors, or the number of directors constituting the Board of Directors may be reduced in accordance with the Company’s Bylaws and A&R Certificate of Incorporation.

Directors will be elected by the holders of a plurality of the voting power of the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote for the election of such directors. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will also have no effect on the election of those nominees. Under our A&R Certificate of Incorporation, Class B Common Stockholders are not entitled to vote for the election of directors.

Proposal 1 is for the re-election of each of Marques Coleman, Paul J. Smith, Matthew E. Winter, and Suzanne Yoon as a Class II director for a term that will expire at the 2028 Annual Meeting of Stockholders and until each of their successors has been duly elected and qualified.

The Board of Directors recommends that the Common Stockholders vote FOR the re-election of each of the Class II directors as set forth in this proxy statement.

DIRECTOR SKILLS, BACKGROUND AND EXPERIENCE

Class II Directors

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

Class III Directors

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

Class I Directors

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

CORPORATE GOVERNANCE

Embracing the End of Controlled Company Exception

Our Common Stock is listed on the New York Stock Exchange (the “NYSE”). On March 19, 2024, following the closing of a secondary offering of our Common Stock by certain Apollo affiliates, Apollo’s combined voting power with respect to the election of directors fell to 49.5%, and we ceased to be a “controlled company” for purposes of NYSE rules and corporate governance standards.

As a result, NYSE rules required that by March 19, 2025, (i) our Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”) and Compensation Committee of the Board of Directors (the “Compensation Committee”) be composed entirely of independent directors and (ii) our Board of Directors be composed of a majority of independent directors.

Since March 2024, we have added four new independent directors to our Board of Directors, and following the resignation of certain Apollo-appointed directors, our Board of Directors is composed of approximately 62% independent directors (as further described below). Additionally, each of the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee of the Board of Directors (the "Audit Committee") is composed entirely of independent directors. We no longer rely on any “controlled company” exemptions or phase-in accommodations, and we are fully compliant with NYSE corporate governance standards.

Director Independence

No director qualifies as independent unless the Board of Directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board of Directors broadly considers all relevant facts and circumstances relative to independence and considers the issue not merely from the standpoint of the director, but also from the viewpoint of persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships (among others). In accordance with NYSE listing standards, the Board of Directors considers the following categorial standards of director independence, according to which independent directors:

The Board of Directors has determined that Mr. Gartland, Ms. Griffin, Mr. Houston, Mr. Smith, Ms. Tiedt, Mr. Winter, Ms. Yoon and Ms. Zarmi are our independent directors, as such term is defined by the applicable rules and regulations of the NYSE and that Mr.

Gartland, Ms. Griffin, Mr. Houston, Mr. Smith, Ms. Tiedt, Mr. Winter, Ms. Yoon and Ms. Zarmi are also independent as defined by the applicable rules and regulations of the Securities and Exchange Commission (the "SEC") and the NYSE for service on the various committees of the Board on which they currently serve. In considering Mr. Smith’s independence, the Nominating and Corporate Governance Committee and the Board of Directors considered Mr. Smith's role at State Farm as well as the relationship between the Company and State Farm.

Board of Directors Leadership Structure and Board’s Role in Risk Oversight

The Board of Directors is responsible for providing oversight for the Company’s Risk Management programs. As part of its oversight function, the Board regularly reviews the Company’s credit and liquidity positions, as well as its operations, and the risks associated with each. Additionally, the Board, through the Audit Committee, takes an active role in oversight of ADT’s Enterprise Risk Management (“ERM”) program. The Board’s evaluation of the Company’s ERM practices is an ongoing process, with a comprehensive review conducted on an annual basis followed by quarterly updates as necessary or appropriate. Management has developed a comprehensive ERM program based on the 2017 COSO ERM Framework. As part of this framework, management solicits the views and expertise of senior executives from across the Company, conducts external research on industry and general trends, and utilizes third-party risk consulting services. The Company’s Vice President of Risk, Governance, and Internal Audit provides a comprehensive review of ADT’s ERM program, including a review of the Company’s Risk Register, Risk Appetite Statement, and the Company’s plans to mitigate its top risks to the Audit Committee on an annual basis. The Chair of the Audit Committee is responsible for providing updates to the Board of Directors, including with regard to the Company’s Risk Register, and for requesting full Board approval of the Company’s Risk Appetite Statement.

The Compensation Committee is responsible for overseeing the management of risks relating to employee compensation plans and arrangements, and the Audit Committee is responsible for overseeing the management of financial risks, which also more broadly encompasses enterprise risk management, including compliance, cybersecurity, privacy and related risks. While each committee is responsible for evaluating certain risks, and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. The Company also has a designated Chief Compliance Officer who reports to the Executive Vice President, Chief Legal Officer and Secretary of the Company. The Chief Compliance Officer provides quarterly reports to the Audit Committee.

Our Board of Directors does not currently have a policy as to whether the roles of Chair of our Board of Directors and of the CEO should be separate. Our Board of Directors believes that the Company and its stockholders are best served by maintaining flexibility to determine whether the Chair and CEO positions should be separated or combined at a given point in time in order to provide appropriate leadership for the Company at that time. Currently, our President and CEO, Mr. DeVries, also serves as the Chair of our Board of Directors, a position which Mr. DeVries has held since September 2023. The Board of Directors has determined in its judgment that the Company benefits from having a combined Chair and CEO role at this time. Our Board believes that Mr. DeVries’ leadership and commitment to advancing our mission is important to achieving our strategic objectives. The Board believes that the Company and our stockholders benefit from Mr. DeVries’ deep understanding of our business and culture, as well as his in-depth knowledge of the issues, opportunities and challenges facing the Company and its business.

To balance Mr. DeVries’ combined Chair/CEO role, the Board has a strong Lead Independent Director with a clearly defined role and robust set of responsibilities to further promote effective corporate governance. Our Lead Independent Director is appointed by our non-management directors and Mr. Winter currently serves in this role. We believe Mr. Winter’s strong leadership background in the insurance industry and his deep experience as a public company board member makes him a strong Lead Independent Director. Mr. Winter collaborates with Mr. DeVries in setting meeting agendas, and either may call special meetings of the Board of Directors. As Chair, Mr. DeVries presides over meetings of the Board of Directors. As our Lead Independent Director, Mr. Winter provides independent oversight and works to facilitate effective communication among Mr. DeVries and our independent directors, as well as

among non-management directors. As more fully described in our Board Governance Principles, the Lead Independent Director role also includes the following authority and responsibilities, among others:

The Company understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company’s size, industry, operations, history and culture. Accordingly, our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders.

We believe that our current Board of Directors leadership structure is appropriate and serves the interests of the Company and its stockholders based on the Company’s specific facts and circumstances at this time. In reaching this conclusion, we considered, among other things, the composition and diverse skill-set of the Board of Directors, the tenure of the directors with the Company and their overall experience in the business and working with the Chairman, President and CEO, the executive management group, and the ability of the Board, as currently constituted and managed, to ask challenging questions and further develop the Company’s strategic vision. We also considered the Company’s risk oversight policies and practices to promote more focused and sustained attention to critical areas. These policies and procedures permit and encourage each member to take an active role in all discussions, while also being designed to ensure that different committees develop specific subject matter risk expertise and have focused oversight responsibilities and the ability to act quickly if necessary in their corresponding areas. Our Chairman, President and CEO currently serves on the Executive Committee. We believe Mr. DeVries provides an important connection and integration across various aspects of the Board and the Company. This structure of developing focused expertise that feeds up to an informed and engaged full Board is reflected in the Company’s disclosure controls and procedures as well, particularly, although not exclusively, with regard to the Company’s disclosures around risks, trends and uncertainties. Specific disclosures are produced or reviewed and updated by subject matter experts at the Company before being considered by our internal legal and SEC reporting teams, with those inputs then being communicated to our management disclosure committee. Each of our Board committees is authorized by its charter to consult at its discretion with any experts or advisors that it feels would be helpful, and similarly our disclosure committee led by the Company’s Vice President, Chief Accounting Officer and Controller, may consult with internal or external advisors as it deems appropriate in seeking to ensure that our senior management, including our CEO and our Chief Financial Officer, receive the information they need to make timely decisions about the Company’s required disclosures. To facilitate the receipt of full information and robust communication, our Audit Committee, which is chaired by our Lead Independent Director, receives regular reports about the Company’s disclosures from our Chief Financial Officer and from our Chief Accounting Officer.

We will continue to review the appropriateness of these Board and risk oversight systems and structures. If we determine that we should change our leadership structure, we will provide prompt notice to our stockholders, as required under the circumstances.

Board of Directors Meetings and Committees

In fiscal 2024, the Board of Directors held seven meetings. During the past fiscal year, each incumbent director attended at least 75% of the meetings of the Board of Directors, and of the committees on which he or she served, held during the time period such director was a member of the Board of Directors.

The Board of Directors has four committees:

Each of these committees operates under written charters which are available at the Company’s website at https://investor.adt.com/governance by opening the “Governance” tab, clicking on “Governance Documents,” and clicking on the name of the respective committee charter. Committee charters are also available in print upon the written request of any stockholder. The current committee membership of our Board of Directors is as follows:

Audit Committee

In fiscal 2024, the Audit Committee held eleven meetings. During 2024, until October, our Audit Committee consisted of Mr. Winter (Chair), Ms. Griffin, and Ms. Zarmi. From October 2024 until February 2025, the committee consisted of Mr. Winter (Chair), Ms. Yoon, and Ms. Zarmi. Since February 2025, our Audit Committee consists of Mr. Winter (Chair), Mr. Gartland, and Mses. Yoon and Zarmi. Our Board of Directors has determined that each of Messrs. Winter and Gartland and Mses. Yoon and Zarmi qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and that each of Messrs. Winter and Gartland and Mses. Yoon and Zarmi are independent within the meaning of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the NYSE listing standards. The principal duties and responsibilities of our Audit Committee include the following:

The Audit Committee has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Executive Committee

In fiscal 2024, our Executive Committee (the “Executive Committee”) consisted of Messrs. Rayman (Chair), Coleman and DeVries. The Executive Committee held no meetings during 2024. Subject to certain exceptions, the Executive Committee generally may exercise all of the powers and duties of the Board of Directors when the Board of Directors is not in session, or when it is impractical to call a special meeting of the Board of Directors, and to implement the policy decisions of the Board of Directors. The Executive Committee serves at the pleasure of our Board of Directors.

Compensation Committee

In fiscal 2024, the Compensation Committee held four meetings. During 2024, until June, our Compensation Committee consisted of Mr. Rayman (Chair), Ms. Bonsignore, and Ms. Griffin. From June 2024 until February 2025, the committee consisted of Mr. Rayman (Chair), Mr. Houston and Ms. Griffin. Since February 2025, our Compensation Committee consists of Mr. Houston (Chair), Ms. Griffin, and Mr. Smith. The principal duties and responsibilities of the Compensation Committee include the following:

In March 2024, we ceased to be a “controlled company” under NYSE listing standards and, following a permitted phase-in period, now have a Compensation Committee comprised entirely of independent directors.

Nominating and Corporate Governance Committee

In fiscal 2024, our Nominating and Corporate Governance Committee held two meetings. During 2024, until June, the committee consisted of Messrs. Rayman (Chair), DeVries and Solomon. From June 2024 until February 2025, the committee consisted of Messrs. Rayman (Chair) Houston and Ms. Tiedt. Since February 2025, our Nominating and Corporate Governance Committee consists of Ms. Yoon (Chair), Mr. Houston, and Ms. Tiedt. The principal duties and responsibilities of the Nominating and Corporate Governance Committee include the following:

In March 2024 we ceased to be a “controlled company” under NYSE rules and, following a permitted phase-in period, now have a Nominating and Corporate Governance Committee composed entirely of independent directors.

Compensation Committee Interlocks and Insider Participation

Members of the Compensation Committee during 2024, included Ms. Bonsignore until June 2024, Mr. Rayman (Chair), Ms. Griffin, and Mr. Houston, who joined the Compensation Committee in June 2024. As of February 2025, our Compensation Committee consists of Mr. Houston (Chair), Ms. Griffin, and Mr. Smith. None of the members of the Compensation Committee in 2024 or to date in 2025 were, at any time during 2024 or at any other time, an officer or employee of the Company.

During 2024, none of our executive officers served as a member of the board of directors, or as a member of the compensation committee or similar committee, of another entity that has one or more executive officers who served on our Board of Directors or Compensation Committee at the same time.

Except as described in the section entitled “Certain Relationships and Related Person Transactions” below, none of the members of the Compensation Committee had or has any relationships with us that are required to be disclosed under Item 404 of Regulation S-K.

Identifying and Evaluating Candidates for the Board of Directors

In considering possible candidates to serve on the Board of Directors, the Nominating and Corporate Governance Committee will take into account all appropriate qualifications, qualities and skills in the context of the current make-up of the Board of Directors and will consider the entirety of each candidate’s credentials, including, among other things, their individual background, experience and knowledge. In addition, the Nominating and Corporate Governance Committee will evaluate each nominee according to the following criteria:

The Company has in place Board Governance Principles which are considered when reviewing and evaluating candidates for the Board of Directors. The Nominating and Corporate Governance Committee reviews these Board Governance Principles annually.

In addition, our Board Governance Principles address over-boarding and in order to provide sufficient time for informed participation in their Board responsibilities, any non-management directors who are employed as the CEO of a publicly traded company are required to limit their external directorships of other public companies to one; non-management directors who are otherwise executive officers of a public company are required to limit their external directorships of other public companies to one; non-management directors who are not fully employed are required to limit their external directorships of other public companies to three; and our CEO is required to limit his service on other public company boards to no more than two. The Nominating and Corporate Governance Committee is notified of the intention of directors and the CEO to serve on another for-profit public or private company board of directors, and the Nominating and Corporate Governance Committee reviews the possibility for conflicts of interest or time constraints and may object to such placement in which event the full Board shall determine the disposition of the matter.

Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee. To have a candidate considered by the Nominating and Corporate Governance Committee, our Bylaws require a stockholder to submit the recommendation in writing and must include the following information:

Each such recommendation must be sent to the Secretary of the Company at ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431 and must be received within the time indicated below under “When are stockholder proposals due for consideration at next year’s annual meeting?” The Nominating and Corporate Governance Committee will evaluate stockholder-recommended director candidates in the same manner as it evaluates director candidates identified by other means.

Corporate Governance Guidelines and Code of Conduct

Our Board of Directors has adopted a code of business conduct and ethics (the “Code of Conduct”) that applies to all of our directors, officers, and employees, and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a “code of ethics” as defined by the rules of the SEC. The Code of Conduct contains general guidelines for conducting our business consistent with the highest standards of business ethics. The Company also maintains an ethics hotline as set forth in our Code of Conduct so that any suspected violation of our Code of Conduct can be reported confidentially, without fear of reprisal. We intend to disclose future amendments to certain provisions of our Code of Conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our directors, on our website at https://investor.adt.com. The Code of Conduct is made available on our website.

We have Board Governance Principles that address significant issues of corporate governance and set forth procedures by which our managers and Board of Directors carry out their respective responsibilities. The principles are available for viewing on our website at https://investor.adt.com/governance. We will also provide the Board Governance Principles, free of charge, to stockholders who request them. Such requests should be directed to our Secretary at ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431.

Corporate Responsibility and Respect for Our Communities

We recognize the importance of corporate responsibility and community engagement with a focus toward sustainable initiatives that serve a corporate purpose and are aligned to our long-term strategy.

We track our sustainability initiatives in internal annual and periodic reporting. Since 2021, we have published a report to our website to provide an annual update to our stakeholders on progress made towards our commitment to sustainability. We have continued to include disclosure of our corporate responsibility initiatives in our 2024 Annual Report on Form 10-K, and we plan to publish our 2024 Corporate Impact Report to our website, which will include as an appendix our 2024 Sustainability Accounting Standards Board Index Report. These reports can be found on our investor relations website at https://investor.adt.com/sustainability.

Executive Sessions of Non-Management Directors

The non-management directors of the Company meet in executive sessions without management on a regular basis. Under the Company’s Board Governance Principles, the Lead Independent Director has authority to call and lead non-management director sessions.

Apollo Approval of Certain Matters and Rights to Nominate Certain Directors

Although funds affiliated with or managed by Apollo no longer beneficially own a majority of our outstanding common stock, Apollo has, pursuant to its stockholders agreement with us, certain approval rights as long as it beneficially owns at least 25% of our Common Stock. These approval rights allow Apollo to exert significant influence over all matters requiring stockholder approval, including the election of Directors, amendments of our A&R Certificate of Incorporation, and certain corporate transactions. Apollo also has, pursuant to its stockholders agreement with us, the right to nominate a certain percentage of the directors on our Board, as long as it beneficially owns at least 5% of our Common Stock. See “Certain Relationships and Related Person Transactions – Stockholders Agreement”.

Compensation Risk Assessment

We believe that the performance goals and incentive plan structures generally established under the Company’s executive, annual and long-term incentive programs would not contribute to excessive risk-taking by our senior executives or employees. The approved goals under our incentive programs are consistent with our financial operating plans and strategies, and these programs are discussed and reviewed by the Compensation Committee. The Company’s compensation systems are balanced, rewarding both short-term and long-term performance, and its performance goals are team-oriented, with an individual component, and include measurable factors and objective criteria. The Compensation Committee is actively engaged in setting compensation programs, policies, and practices, monitoring those programs, policies, and practices during the year and using discretion in making adjustments to such programs, policies, and practices, as necessary to reflect the actual performance of the Company. As a result of the procedures and practices described above, the Compensation Committee believes that the Company’s compensation programs, policies and practices for its employees do not encourage risk-taking that is reasonably likely to have a material adverse effect on the Company. This conclusion is based on a risk assessment that was performed by management in conjunction with Pearl Meyer & Partners, LLC (“Pearl Meyer”), the Company’s independent compensation consultant, and presented to and reviewed with the Compensation Committee at its October 2024 meeting.

Communications with the Board of Directors

Stockholders and other interested parties desiring to communicate directly to the full Board of Directors, a Committee of the Board, the Lead Independent Director, independent directors as a group, or an individual director, may do so in writing addressed to the attention of the intended recipient(s), c/o Secretary, ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431. Interested parties may communicate anonymously and/or confidentially if they desire. The Board will periodically review all pertinent stockholder communications. Additionally, the Corporate Law Department may forward certain communications only to the Lead Independent

Director, the Chair of the relevant Committee or the individual Board member to whom a communication is directed. All communications received that relate to the Company’s accounting, internal accounting controls or auditing matters will be referred to the Chair of the Audit Committee unless the communication is otherwise addressed. Other communications received will be forwarded as appropriate to the relevant director or directors. Those items that are unrelated to the duties and responsibilities of the Board or its Committees may not be provided to the Board by the Corporate Law Department, including, without limitation, business solicitations, advertisements and surveys; requests for donations and sponsorships; job referral materials such as resumes; product-related communications; unsolicited ideas and business proposals; and material that is determined to be illegal or otherwise inappropriate.

Director Attendance at Annual Meeting

The Company encourages all of our directors to attend each Annual Meeting of Stockholders. Ten of our directors attended the 2024 Annual Meeting of Stockholders.

EXECUTIVE OFFICERS

The names of the current executive officers of the Company (and their respective ages as of the date of this proxy statement) are set forth below. Each of our executive officers is re-appointed annually by our Board of Directors.

James D. DeVries. For the biography of James D. DeVries, please see “Class I Directors.”

EXECUTIVE COMPENSATION -

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee determines the compensation of our executive officers, and considers, adopts, reviews and revises our executive officer compensation programs, policies, and practices as part of its mandate to determine all components of each executive officer’s compensation. Where appropriate, the Compensation Committee may also recommend that any component of executive officer compensation be subject to the review and approval of the non-executive members of the Board. In carrying out these functions, the Compensation Committee regularly consults with its independent compensation consultant, including to obtain a broader market perspective and comparative data, and is empowered to engage any other outside consultants it deems necessary.

This Compensation Discussion and Analysis (“CD&A”) section of the proxy statement describes in detail the Company’s executive compensation philosophy and programs, as well as the compensation decisions made by the Compensation Committee in 2024, with respect to our named executive officers (“NEOs”) who, for fiscal year 2024, are listed below.

Executive Compensation - Compensation Discussion and Analysis Table of Contents

2024 Highlights

We delivered strong 2024 results including a record-high recurring monthly revenue balance, record customer retention, and very strong cash generation. These results are a direct result of our durable, resilient, and flexible business model, which is designed to generate strong returns on capital driven through efficient customer acquisition, profitable best-in-class customer service, and enduring customer loyalty and retention. In particular, in 2024, we:

In addition to delivering strong results, we continued to aggressively drive the evolution of ADT to remain the company of choice for current and potential customers looking for the best-in-class smart home security offerings. We advanced key components of this strategy during 2024 by:

To continue to drive these investments in ADT’s future, we have significantly reduced our debt over the past few years, and in 2024 we continued to reduce leverage, improve borrowing costs, and strengthen our overall capital structure, as demonstrated by the following accomplishments:

We remain very disciplined with capital allocation and continue to benefit from the enhanced flexibility of our improved capital structure. Importantly, we have also used this flexibility to return value to our stockholders. In early 2024 we announced a 57%

dividend increase and authorization of a $350 million share repurchase program. During 2024 we returned $182 million in dividends to shareholders and retired 31 million shares for an aggregate price of $241 million.

We remain committed to our strategy to maintain our durable and resilient business model, drive sustainable long-term growth, continue strong customer acquisition efficiency, and preserve high customer loyalty and retention. Our strategy is premised on disciplined capital allocation, investments to develop and deliver best in class smart home security offerings, adapting to customer needs and preferences, and, most importantly, ensuring the safety and peace of mind of our customers.

We have aligned our compensation programs with this philosophy, as demonstrated by the performance goals set for our Named Executive Officers by the Compensation Committee to evaluate their performance. These are summarized below for our Chairman, President and CEO, and designed to ensure the interests of our executives are aligned with the interests of the Company to drive sustainable long-term value creation for stockholders.

Chief Executive Officer – Performance Goals

Mr. DeVries’ performance as Chairman, President and CEO is evaluated using the following categories which are determined by the Compensation Committee: operating results, developing and implementing a long-term strategy, and maintaining and motivating a high-performing team.

Under Mr. DeVries’ leadership, ADT delivered solid performance, invested for the future, reshaped its portfolio, and meaningfully improved the Company’s capital structure. ADT delivered record end-of-period RMR, maintained near-record customer retention and improved revenue payback, and posted strong financial and operating results.

With a focus on the long-term growth strategy of ADT, Mr. DeVries delivered on key areas of focus for ADT’s future.

Delivered Top-Line Growth

Unlocked Shareholder Value

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

Executive Compensation Philosophy

The Company’s executive compensation program is guided by the following principles:

Pay for Performance. Compensation opportunities are designed to align executives’ pay with the Company’s performance, with a focus on producing sustainable long-term growth, as well as providing for sufficient flexibility to take into account individual contributions to this performance.

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 sustainable long-term value. Therefore, equity awards make up a substantial component of executive compensation, and our long-term incentive program for executives in 2024 consisted entirely of stock options, so that executives only realize value from the program if stockholders see an increase in the value of their investment.

Attract, Promote and Retain a 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 talent with the experience necessary to achieve our business goals, compensation must be competitive and appropriately balanced.

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 sustainable long-term success.

The following highlights of our executive compensation program demonstrate how we adhere to our compensation philosophy. Furthermore, each year, our Compensation Committee evaluates each of the elements of our compensation program to ensure it continues to support our compensation philosophy, as well as the compensation philosophy itself, and may make adjustments or changes as it deems appropriate.