Alarm.com Holdings, Inc PRE 14A, filed Apr 19, 2021

Alarm.com Holdings, Inc. (ALRM)

PRE 14A 2021-04-19 For: 2021-06-09

View Original

Added on October 26, 2026


		Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		1
PROPOSAL 1—ELECTION OF DIRECTORS		10
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		13
PROPOSAL 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		21
PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION		23
PROPOSAL 4—STOCKHOLDER PROPOSAL TO ELECT DIRECTORS BY MAJORITY VOTE		24
PROPOSAL 5—AMEND CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS		27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		28
EXECUTIVE OFFICERS		31
EXECUTIVE COMPENSATION		32
DIRECTOR COMPENSATION		57
EQUITY COMPENSATION PLAN INFORMATION		60
TRANSACTIONS WITH RELATED PERSONS		61
HOUSEHOLDING OF PROXY MATERIALS		64
OTHER MATTERS		65
APPENDIX A—AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALARM.COM HOLDINGS, INC.		A-1

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
ý		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


Alarm.com Holdings, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Proposal No.	Proposal Description	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes

1	Election of directors	Directors will be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present by remote communication or represented by proxy and entitled to vote on the election of directors. The two nominees receiving the most "FOR" votes will be elected as directors; withheld votes will have no effect	No effect	No effect
2	Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021	"FOR" votes from the holders of a majority of shares present by remote communication or represented by proxy and entitled to vote on the subject matter	Against	Not applicable⁽¹⁾

3	Advisory vote to approve the compensation of our named executive officers	"FOR" votes from the holders of a majority of shares present by remote communication or represented by proxy and entitled to vote on the subject matter	Against	No effect

Proposal No.	Proposal Description	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes

4	Non-binding stockholder proposal requesting the Board of Directors to take each step necessary to amend the Company's Amended and Restated Certificate of Incorporation and/or Amended and Restated Bylaws to eliminate the plurality voting standard for the election of directors	"FOR" votes from the holders of a majority of shares present by remote communication or represented by proxy and entitled to vote on the subject matter	Against	No effect

5	Approval to amend our Amended and Restated Certificate of Incorporation to reorganize the Board of Directors into one class, with each director subject to election each year for a one-year term	"FOR" votes from the holders of majority of the outstanding capital stock entitled to vote on the subject matter	Against	No effect

Name

Donald Clarke	X	*
Timothy McAdam			X		X	*
Darius G. Nevin	X		X	*
Hugh Panero	X
Mayo Shattuck⁽¹⁾					X
Simone Wu	X
Rear Admiral (Ret.) Stephen Evans					X
Stephen Trundle
Total meetings in fiscal 2020	4		5		4

	Fiscal Year Ended December 31,

	2020		2019
Audit Fees⁽¹⁾	$	2,417,000	$	2,194,000
Tax Fees⁽²⁾		65,000		80,589
All Other Fees⁽³⁾		900		900
Total Fees	$	2,482,900	$	2,275,489



5% Stockholders:
BlackRock, Inc.⁽¹⁾	7,372,030	14.9	%
Brown Capital Management, LLC⁽²⁾	5,536,093	11.2
The Vanguard Group⁽³⁾	5,184,759	10.4
William Blair Investment Management, LLC⁽⁴⁾	2,868,630	5.8
Named Executive Officers and Directors:
Stephen Trundle⁽⁵⁾	2,449,663	4.9
Steve Valenzuela⁽⁶⁾	7,334	*
Jeffrey Bedell⁽⁷⁾	558,494	1.1
Daniel Ramos⁽⁸⁾	20,726	*
Daniel Kerzner⁽⁹⁾	88,096	*
Donald Clarke⁽¹⁰⁾	17,711	*
Timothy McAdam⁽¹¹⁾	100,359	*
Darius G. Nevin⁽¹²⁾	51,211	*
Hugh Panero⁽¹³⁾	—	—
Mayo Shattuck⁽¹⁴⁾	53,607	*
Simone Wu⁽¹⁵⁾	—	—
Rear Admiral (Ret.) Stephen Evans⁽¹⁶⁾	—	—
All current executive officers and directors as a group (12 persons)⁽¹⁷⁾	3,347,201	6.7	%

Name		Title

Stephen Trundle		President, Chief Executive Officer and Director
Steve Valenzuela		Chief Financial Officer

Jeffrey Bedell		Chief Strategy and Innovation Officer
Daniel Kerzner		Chief Product Officer

Daniel Ramos		Senior Vice President of Corporate Development and Corporate Secretary

Element of Compensation		Objectives		Key Features

Base Salary (fixed cash)		Provides financial stability and security through a fixed amount of cash for performing job responsibilities.		Fixed compensation that is periodically reviewed and adjusted if and when appropriate; determined based on a number of factors, including each executive officer's individual performance, experience, skills, level of responsibility and the breadth, scope and complexity of the position as well as the competitive marketplace for executive talent specific to our industry and the overall performance of our Company, and by reference, in part, to market data provided by our independent compensation consultant.

Element of Compensation	Objectives	Key Features

Performance Bonus (at-risk cash)	Motivates and rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives.	Target bonus amounts are periodically reviewed and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon specific corporate performance objectives consistent with our long-term strategic plan and individual performance objectives that relate to the officer's role and expected contribution toward reaching our corporate goals, generally determined by the Compensation Committee and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, taking into account achievement of corporate and individual performance objectives.

Long-Term Incentive (at-risk equity)	Motivates and rewards for long-term Company performance; aligns executives' interests with stockholder interests and changes in stockholder value.	Equity incentives are generally reviewed annually and may be granted during the first half of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement.
	Attracts highly qualified executives and encourages their continued employment over the long term.	Individual awards are determined based on a number of factors, including current corporate and individual performance and market data provided by our independent compensation consultant.
		Equity grants have historically been provided primarily in the form of stock options. In recent years, restricted stock unit grants have been awarded in addition to stock option grants.


2U, Inc.		HubSpot, Inc.
Acacia Communications, Inc.*		New Relic, Inc.
Altair Engineering Inc.*		Paycom Software, Inc.
Appian, Inc.		Paylocity Holding Corporation
Arlo Technologies, Inc.		Proofpoint, Inc.
Benefitfocus, Inc.		Qualys, Inc.
Bottomline Technologies (de), Inc.		Shutterstock, Inc.
Carbonite Inc.		Sonos, Inc.*
Cornerstone OnDemand, Inc.		SPS Commerce, Inc.
Ebix Inc.		Trade Desk, Inc.
		TrueCar, Inc.

Executive

Stephen Trundle	210,000	—
Steve Valenzuela⁽¹⁾	350,000	1.4	%
Jeffrey Bedell⁽²⁾	320,000	3.2	%
Daniel Kerzner⁽³⁾	315,000	5.0	%
Daniel Ramos⁽⁴⁾	320,000	3.2	%

Executive

Stephen Trundle	250,000	—
Steve Valenzuela	200,000	14.3	%
Jeffrey Bedell	250,000	—
Daniel Kerzner	250,000	—
Daniel Ramos	200,000	—

2020 Performance Goals	Bonus Funding Formula	Achievement

Tier 1: 2020 SaaS and license revenue	For each 1% achievement below target goal, target bonus payout is reduced by 2%, rounded to nearest 0.1%	We exceeded the SaaS and license revenue target by 1.6%, resulting in a target payout increase of 3.2%
	For each 1% achievement above target, target bonus payout is increased by 2%, rounded to nearest 0.1%
Tier 2: 2020 Adjusted EBITDA	For each 1% achievement below target goal, target payout resulting from Tier 1 calculation is reduced by 1%, rounded to nearest 0.1%	We exceeded the Adjusted EBITDA target by 16.2%, resulting in a target payout increase of 8.1%
	For each 1% achievement above target, target payout resulting from Tier 1 calculation is increased by 0.5%, rounded to nearest 0.1%
Total		Target payout increase of 11.3% (i.e., approximately 111% target payout potential)

Executive

Stephen Trundle	104	260,000
Steve Valenzuela	105	210,000
Jeffrey Bedell	104	260,000
Daniel Kerzner	104	260,000
Daniel Ramos	105	210,000

CEO 2020 Target Pay Mix		NEO 2020 Avg. Target Pay Mix

Executive

Stephen Trundle	30,000	25,000
Steve Valenzuela	12,500	12,500
Jeffrey Bedell	12,500	12,500
Daniel Kerzner	15,000	15,000
Daniel Ramos	12,500	12,500

Name and Principal Position

Stephen Trundle	2020	210,000	948,500	471,641	260,000	—		1,890,141
President and Chief Executive Officer	2019	210,000	1,625,750	947,164	237,500	—		3,020,414
	2018	210,000	943,500	551,144	232,500	4,000	⁽³⁾	1,941,144
Steve Valenzuela	2020	350,000	474,250	196,517	210,000	13,971	⁽⁴⁾	1,244,738
Chief Financial officer	2019	345,833	812,875	361,674	178,500	18,731	⁽⁵⁾	1,717,613
	2018	341,667	249,981	—	163,875	4,000	⁽³⁾	759,523
Jeffrey Bedell	2020	318,333	474,250	196,517	260,000	4,083	⁽⁶⁾	1,253,183
Chief Strategy and Innovation Officer	2019	310,000	650,300	289,340	255,000	4,083	⁽⁷⁾	1,508,723
	2018	304,167	377,400	183,715	235,000	7,000	⁽⁸⁾	1,107,282
Daniel Kerzner	2020	312,500	569,100	235,820	260,000	21,500	⁽⁹⁾	1,398,920
Chief Product Officer	2019	300,000	975,450	434,007	255,000	16,000	⁽¹⁰⁾	1,980,457
	2018	288,333	471,750	229,643	235,000	17,500	⁽¹¹⁾	1,242,226
Daniel Ramos	2020	320,000	474,250	196,517	210,000	5,000	⁽³⁾	1,205,767
Senior Vice President of Corporate	2019	311,667	650,300	289,340	193,000	4,000	⁽³⁾	1,448,307
Development and Corporate Secretary	2018	307,500	377,400	183,715	180,000	4,000	⁽³⁾	1,052,615

			Option Awards⁽¹⁾

			Option Awards⁽¹⁾									Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares of Units of Stock that Have Not Vested ($)⁽⁵⁾
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)⁽²⁾		Number of Securities Underlying Unexercised Options Unexercisable (#)⁽³⁾			Option Exercise Price ($)⁽⁴⁾		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)
Stephen Trundle		4/1/2020		—		—			—		—		25,000	⁽⁶⁾		2,586,250
		4/1/2020		—		30,000	⁽⁷⁾		37.94		3/31/2030		—
		4/1/2019		—		—			—		—		20,000	⁽⁸⁾		2,069,000
		4/1/2019		—		30,000	⁽⁹⁾		65.03		3/31/2029		—			—
		4/1/2018		—		—			—		—		15,000	⁽¹⁰⁾		1,551,750
		4/1/2018		16,000		14,000	⁽¹¹⁾		37.74		3/31/2028		—			—
		5/15/2017		35,833		14,167	⁽¹²⁾		32.17		5/14/2027		—			—
		5/15/2016		43,333		4,167	⁽¹³⁾		21.70		5/14/2026		—			—
		12/30/2013		125,000		—			4.00		12/29/2023		—			—
Steve Valenzuela		4/1/2020		—		—			—		—		12,500	⁽⁶⁾		1,293,125
		4/1/2020		—		10,834	⁽¹⁴⁾		37.94		3/31/2030		—			—
		4/1/2019		—		—			—		—		10,000	⁽¹⁵⁾		1,034,500
		4/1/2019		—		8,334	⁽¹⁶⁾		65.03		3/31/2029		—			—
		2/1/2018		—		—			—		—		3,926	⁽¹⁷⁾		406,145
		11/15/2016		—		—			—		—		7,168	⁽¹⁸⁾		741,530
		11/15/2016		—		11,917	⁽¹⁹⁾		27.90		11/14/2026		—			—
Jeffrey Bedell		4/1/2020		—		—			—		—		12,500	⁽⁶⁾		1,293,125
		4/1/2020		1,666		10,834	⁽¹⁴⁾		37.94		3/31/2030		—			—
		4/1/2019		—		—			—		—		8,000	⁽⁸⁾		827,600
		4/1/2019		3,333		6,667	⁽²⁰⁾		65.03		3/31/2029		—			—
		4/1/2018		—		—			—		—		6,000	⁽¹⁰⁾		620,700
		4/1/2018		5,333		4,667	⁽¹¹⁾		37.74		3/31/2028		—			—
		5/15/2017		—		—			—		—		6,000	⁽²¹⁾		620,700
		5/15/2017		7,166		2,834	⁽¹²⁾		32.17		5/14/2027		—			—
		2/15/2016		24,166		834	⁽²²⁾		15.02		2/14/2026		—			—
		5/22/2013		90,000		—			2.95		5/21/2023		—			—
Daniel Kerzner		4/1/2020		—		—			—		—		15,000	⁽⁶⁾		1,551,750
		4/1/2020		2,000		13,000	⁽¹⁴⁾		37.94		3/31/2030		—			—
		4/1/2019		—		—			—		—		12,000	⁽⁸⁾		1,241,400
		4/1/2019		5,000		10,000	⁽²⁰⁾		65.03		3/31/2029		—			—
		4/1/2018		—		—			—		—		7,500	⁽¹⁰⁾		775,875
		4/1/2018		6,666		5,834	⁽¹¹⁾		37.74		3/31/2028		—			—
		5/15/2017		—		—			—		—		6,000	⁽²¹⁾		620,700
		5/15/2017		7,166		2,834	⁽¹²⁾		32.17		5/14/2027		—			—
		2/15/2016		33,833		1,167	⁽²²⁾		15.02		2/14/2026		—			—
		5/15/2015		10,000		—			11.55		5/14/2025		—			—
Daniel Ramos		4/1/2020		—		—			—		—		12,500	⁽⁶⁾		1,293,125



													All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾				Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
						Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾									Exercise or Base Price of Option Awards ($/Sh)⁽⁴⁾
Name	Grant Type	Grant Date		Approval Date		Threshold ($)		Target ($)		Maximum ($)					Exercise or Base Price of Option Awards ($/Sh)⁽⁴⁾
Stephen Trundle	Annual Stock Option Grant		4/1/2020		3/31/2020		—		—		—	—		30,000		37.94		471,641
	Annual RSU Grant		4/1/2020		3/31/2020		—		—		—	25,000		—		—		948,500
	Annual Performance-Based Cash Bonus		—		—		—		250,000		375,000	—		—		—		—
Steve Valenzuela	Annual Stock Option Grant		4/1/2020		3/31/2020		—		—		—	—		12,500		37.94		196,517
	Annual RSU Grant		4/1/2020		3/31/2020		—		—		—	12,500		—		—		474,250
	Annual Performance-Based Cash Bonus		—		—		—		200,000		300,000	—		—		—		—
Jeffrey Bedell	Annual Stock Option Grant		4/1/2020		3/31/2020		—		—		—	—		12,500		37.94		196,517
	Annual RSU Grant		4/1/2020		3/31/2020		—		—		—	12,500		—		—		474,250
	Annual Performance-Based Cash Bonus		—		—		—		250,000		375,000	—		—		—		—
Daniel Kerzner	Annual Stock Option Grant		4/1/2020		3/31/2020		—		—		—	—		15,000		37.94		235,820
	Annual RSU Grant		4/1/2020		3/31/2020		—		—		—	15,000		—		—		569,100
	Annual Performance-Based Cash Bonus		—		—		—		250,000		375,000	—		—		—		—
Daniel Ramos	Annual Stock Option Grant		4/1/2020		3/31/2020		—		—		—	—		12,500		37.94		196,517
	Annual RSU Grant		4/1/2020		3/31/2020		—		—		—	12,500		—		—		474,250
	Annual Performance-Based Cash Bonus		—		—		—		200,000		300,000	—		—		—		—

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)⁽¹⁾		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽²⁾
Stephen Trundle		20,000		766,200		—		—
		35,000		1,306,702		—		—
		10,000		546,569		—		—
		15,000		824,693		—		—
		15,000		1,066,168		—		—
		—		—		5,000		189,700
		—		—		5,000		189,700
Steve Valenzuela		5,000		111,420		—		—
		2,500		59,685		—		—
		2,000		46,200		—		—
		3,916		97,497		—		—
		2,584		75,676		—		—
		1,500		47,910		—		—
		1,083		31,510		—		—
		1,292		38,752		—		—
		3,291		78,410		—		—
		2,166		19,731		—		—
		—		—		2,618		115,009
		—		—		2,500		94,850
		—		—		14,337		1,003,877
Jeffrey Bedell		—		—		2,000		75,880
		—		—		2,000		75,880
Daniel Kerzner		6,000		282,808		—		—
		30,000		1,704,152		—		—
		500		30,309		—		—
		9,500		579,764		—		—
		2,450		168,217		—		—
		8,898		610,176		—		—
		2,402		165,100		—		—
		2,250		155,463		—		—
		—		—		2,500		94,850
		—		—		3,000		113,820
Daniel Ramos		2,040		81,600		—		—
		4,250		170,000		—		—
		250		10,912		—		—
		2,834		85,020		—		—
		2,833		84,990		—		—
		4,379		224,726		—		—
		1,120		47,398		—		—
		—		—		2,000		75,880
		—		—		2,000		75,880

					Value of Accelerated Equity Awards⁽¹⁾ ($)

Name	Cash Payment ($)		Benefit Continuation ($)		Restricted Stock Units		Options		Total ($)
Steve Valenzuela		116,667		10,332		2,182,174		1,220,522		3,529,695	⁽²⁾

Name

Donald Clarke	60,000	144,975	18,455	⁽³⁾	223,430
Timothy McAdam	65,000	144,975	22,588	⁽⁴⁾	232,563
Darius G. Nevin	70,000	144,975	—		214,975
Hugh Panero	55,000	144,975	—		199,975
Mayo Shattuck	45,000	144,975	—		189,975
Simone Wu⁽⁵⁾	47,294	194,965	6,416	⁽⁶⁾	248,675
Rear Admiral (Ret.) Stephen Evans⁽⁷⁾	—	—	—		—

Name

Donald Clarke	2,593	6,000
Timothy McAdam	2,593	—
Darius G. Nevin	2,593	36,000
Hugh Panero	2,593	—
Mayo Shattuck	2,593	—
Simone Wu⁽⁵⁾	4,128	—
Rear Admiral (Ret.) Stephen Evans⁽⁷⁾	—	—

Plan Category

Equity compensation plans approved by security holders:
Amended and Restated 2009 Stock Incentive Plan⁽¹⁾	449,731		5.83	—
2015 Equity Incentive Plan⁽²⁾	893,748		35.77	5,887,965
2015 Employee Stock Purchase Plan⁽³⁾	—		—	1,974,251
Equity compensation plans not approved by security holders	54,694	⁽⁴⁾	10.97	—
Total	1,398,173			7,862,216