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DEF 14ASEC Filing

ALRM shareholders vote on directors, auditor, and executive compensation

ALRM
April 23, 2026 at 12:00 AM

📄 What This Document Is

This is a DEF 14A Proxy Statement, a formal document Alarm.com (ALRM) is required to send to its shareholders. Think of it as the "meeting agenda" for the company's annual shareholder gathering. It details what will be voted on, provides information to help shareholders make informed decisions, and shares key company governance details. You'll find proposals to elect directors, hire the auditor, and approve executive pay.

🏢 What The Company Does

👉 In simple terms, Alarm.com is a leading technology platform for smart homes and businesses. They provide the software and cloud-based services that power security systems, video cameras, smart locks, and other connected devices. Their customers are primarily security service providers (like ADT, which is mentioned in the director bios) who use Alarm.com's platform to offer services to homeowners and businesses. They operate in the fast-growing "Internet of Things" (IoT) and smart home security space.

🗓️ Meeting Details & Key Dates

  • Annual Meeting: Wednesday, June 3, 2026, at 9:00 a.m. Eastern Time.
  • Location: 8281 Greensboro Drive, Suite 100, Tysons, Virginia 22102.
  • Record Date: April 7, 2026. Only shareholders who owned stock on this date can vote.
  • Shares Outstanding: 49,399,085 shares entitled to vote.
  • Quorum Needed: At least 24,699,544 shares must be present (in person or by proxy) for the meeting to be valid.
  • Vote Results: Will be announced at the meeting and in a Form 8-K filing shortly after.

🗳️ What Shareholders Are Voting On (The 3 Proposals)

Shareholders will vote on three main items:

  1. Proposal 1: Elect 8 Directors: Vote to elect all eight nominees (listed below) to serve one-year terms until the 2027 meeting.
  2. Proposal 2: Ratify the Auditor: Vote to approve the selection of PricewaterhouseCoopers LLP (PwC) as the company's independent auditor for 2026. PwC has been their auditor since 2009.
  3. Proposal 3: Advisory Vote on Executive Pay ("Say-on-Pay"): A non-binding vote to approve the compensation of the company's top executives as detailed later in this document.

👥 Meet the Director Nominees

The Board recommends voting FOR all eight nominees. Here's a quick snapshot of their expertise:

  • Donald Clarke (Age 66): Former CFO of several tech companies. Brings deep financial & operational expertise.
  • Rear Admiral (Ret.) Stephen Evans (Age 60): Former U.S. Navy Admiral. Offers leadership, cyber defense, and national security insights.
  • Cecile B. Harper (Age 63): CFO/COO at UVA College Foundation, former exec at investment firm Southeastern Asset Management. Strong in finance, strategy, and governance.
  • Timothy McAdam (Age 58): Chairman of the Board, Venture Capitalist at TCV. Expert in building and investing in tech companies.
  • Darius G. Nevin (Age 68): Consulting/investment focus on security & telecom, former CFO of security company Protection One. Deep security industry and financial strategy background.
  • Stephen Trundle (Age 57): Current CEO of Alarm.com since 2003. Provides essential company and industry knowledge.
  • Timothy J. Whall (Age 64): Former CEO of ADT and Protection One. Brings extensive security industry leadership and M&A experience.
  • Simone Wu (Age 61): Former SVP, General Counsel at Choice Hotels. Expertise in law, governance, M&A, and corporate affairs.

⚖️ Board Structure & Governance

  • Independence: 7 out of 8 directors are independent (all except CEO Stephen Trundle).
  • Leadership: Timothy McAdam is the independent Chairman of the Board. The company separates the Chairman and CEO roles, which they believe strengthens board oversight.
  • Committees:
    • Audit Committee: (Clarke-Chair, Nevin, Whall) Oversees financial reporting, internal controls, and the auditor. All are independent "financial experts."
    • Compensation Committee: (Nevin-Chair, McAdam, Wu) Sets executive pay and oversees compensation plans. Uses consultant Compensia, Inc.
    • Nominating & Governance Committee: (McAdam-Chair, Evans, Wu) Recommends director candidates and oversees governance policies.
  • Risk Oversight: The full Board handles major risk oversight, with committees focusing on specific areas (Audit for financial risk, Compensation for incentive risks, etc.).
  • Meetings: The full Board met 4 times in 2025. All directors attended 75%+ of meetings.

💰 The Auditor & Fees

  • Auditor: PricewaterhouseCoopers LLP (PwC).
  • Proposal: Ratify PwC for 2026. The Board recommends a FOR vote.
  • 2025 Fees Paid to PwC:
    • Audit Fees: $2,667,775
    • Tax Fees: $185,000
    • Other Fees: $2,000
    • Total 2025 Fees: $2,854,775 (Slightly down from $2,870,500 in 2024)
  • Policy: The Audit Committee pre-approves all auditor services to ensure independence.

💼 Executive Compensation Snapshot (Proposal 3)

  • The Ask: An advisory (non-binding) vote to approve the compensation of the named executive officers (NEOs). The Board recommends a FOR vote.
  • Philosophy: The company states its pay is designed around a "pay-for-performance" philosophy, aiming to attract and retain top talent and align executive interests with shareholders.
  • Details: The full compensation details for the CEO, CFO, and other NEOs are contained later in the proxy (in the Compensation Discussion & Analysis and tables), which this proposal asks shareholders to endorse conceptually.
  • Consultant: The Compensation Committee used Compensia, Inc. as an independent consultant in 2025.

🏦 Who Owns the Company? (Security Ownership)

As of March 31, 2026:

  • Major Shareholders (>5%):
    • BlackRock, Inc.: 8,340,664 shares (16.9%)
    • The Vanguard Group: 6,231,910 shares (12.6%) (Note: Vanguard filed in March 2026 saying it no longer beneficially owns shares after an internal reorganization)
    • Disciplined Growth Investors Inc: 3,417,517 shares (6.9%)
  • Directors & Executives: As a group, current executive officers and directors beneficially own 2,408,897 shares (4.8%). The largest individual holder is CEO Stephen Trundle with 2,035,751 shares (4.1%) (including shares held by trusts and an LLC he controls).

🧠 The Analogy

Think of this proxy statement as the invitation and handbook for a company's annual town hall meeting. It tells shareholders when and where the meeting is (the "town hall"), who is running for the "city council" (the Board of Directors), what important decisions need a vote (hiring the official accountant, setting the mayor's pay), and provides background on all the key players and the rules of governance. It's designed to give shareholders the information they need to participate in steering the company.

🧩 Final Takeaway

This filing is Alarm.com's annual shareholder meeting package. Its core purpose is to give shareholders the information needed to vote on three key items: re-electing the Board of directors, approving the company's auditor (PwC), and giving a non-binding approval signal on executive pay. It also provides a deep dive into the company's governance structure, board expertise, and who the major owners are.