Alarm.com Elects New Directors, Adjusts Executive Compensation

TL;DR

Alarm.com adds two new directors and updates exec pay – board shakeup incoming?

AI Summary

Alarm.com Holdings, Inc. announced on May 16, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, David L. St. Pierre and Daniel M. Stone, to its Board, effective May 15, 2024. Additionally, the company entered into new employment agreements with certain executive officers, including a new employment agreement with its President, Jeffrey C. Davis, effective May 16, 2024.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance expectations.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance changes like director elections and executive compensation adjustments, which typically carry low inherent risk.

Key Players & Entities

• Alarm.com Holdings, Inc. (company) — Registrant
• David L. St. Pierre (person) — Newly Elected Director
• Daniel M. Stone (person) — Newly Elected Director
• Jeffrey C. Davis (person) — President and party to new employment agreement
• May 16, 2024 (date) — Date of earliest event reported
• May 15, 2024 (date) — Effective date for director elections

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock, $0.01 par value per share ALRM The Nasdaq

Filing Documents

• tm2414904d2_8k.htm (8-K) — 26KB
• 0001104659-24-063605.txt ( ) — 195KB
• alrm-20240516.xsd (EX-101.SCH) — 3KB
• alrm-20240516_lab.xml (EX-101.LAB) — 33KB
• alrm-20240516_pre.xml (EX-101.PRE) — 22KB
• tm2414904d2_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Election of New Director On May 16, 2024, Alarm.com Holdings, Inc. (the "Company") appointed Cecile B. Harper to serve as a Class III director on the Company's Board of Directors (the "Board") and as a member of the Nominating and Corporate Governance Committee of the Board (the "Nominating Committee"), each effective on May 17, 2024. Ms. Harper will serve for the term expiring at the Company's 2024 Annual Meeting of Stockholders or until her earlier death, resignation or removal. The Board has determined that Ms. Harper meets the independence requirements for service on the Nominating Committee. Ms. Harper, 61, has served as the Chief Financial Officer and Chief Operating Officer of the College Foundation of the University of Virginia since October 2019. Ms. Harper spent 26 years from December 1993 to September 2019 at Southeastern Asset Management ("Southeastern"), an investment management firm. As a principal at Southeastern, Ms. Harper built the external relationships and internal infrastructure related to the revenue side of the business through the firm's significant expansion. She was responsible for new client development, client retention and growth, service and communications during her tenure. Before joining Southeastern, Ms. Harper worked in the consulting group at IBM and at McKinsey & Company as a business analyst. Ms. Harper holds an MBA from Harvard Business School and a B.A. from the University of Virginia. Ms. Harper will be compensated in accordance with the Company's standard compensation arrangements for non-employee directors, which are described in greater detail in the Company's definitive proxy statement on Schedule 14A relating to its 2024 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission (the "Commission") on April 23, 2024. Her cash

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