Benjamin Honig
ADTAbout Benjamin Honig
Benjamin Honig (age 36) has served on ADT’s Board since 2022 as a board designee of certain “Co‑Investors” in ADT’s indirect parent entities (other than Apollo), designated by an affiliate of Temasek International (USA) LLC. He has been with Temasek since 2013 investing across technology, healthcare, consumer, and services; prior roles include Credit Suisse M&A (2010–2013). He holds a BA in Economics from Cornell University, magna cum laude .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temasek | Investor (technology, healthcare, consumer, services) | 2013–present | Led/participated in investments including Virtu Financial, EMC, VMware, Dell Technologies, Harry’s |
| Credit Suisse (M&A) | Investment Banker | 2010–2013 | M&A execution experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Creative Artists Agency (CAA) Holdings, LLC | Director | Current (as of 2025 proxy) | Private company board |
| Horizon Media Holdings, LLC | Director | Current | Private company board |
| National Veterinary Associates (NVA) | Board Observer | Current | Private company; global pet care |
Board Governance
- Status and term
- Class I Director; term expires at the 2027 Annual Meeting .
- Not classified as independent by the Board; independent directors named do not include Mr. Honig .
- Committee assignments and chairs (FY2024/FY2025 composition)
- Audit (members: Winter—Chair; later also Gartland, Yoon, Zarmi) – Honig not a member .
- Compensation (members: 2025—Houston—Chair, Griffin, Smith) – Honig not a member .
- Nominating & Corporate Governance (members: 2025—Yoon—Chair, Houston, Tiedt) – Honig not a member .
- Executive Committee (Rayman—Chair; Coleman; DeVries) – Honig not a member .
- Attendance and engagement
- Board held 7 meetings in FY2024; each incumbent director attended at least 75% of the Board and applicable committee meetings during their service period .
- Non‑management directors meet regularly in executive sessions led by the Lead Independent Director .
- Board/committee independence and structure
- ADT ceased “controlled company” status in March 2024; by early 2025, Board ~62% independent and all Audit, Compensation, and Nominating & Corporate Governance committees are fully independent .
- Proposal to declassify the Board adopted by the Board on Feb 20, 2025 and submitted for stockholder approval, with phase‑in starting at the 2026 Annual Meeting .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Cash Retainer | Not applicable to employees of Apollo, Temasek, or State Farm | Company policy: non‑employee director cash retainer of $100,000 excludes directors employed by Apollo, Temasek, or State Farm . Mr. Honig (Temasek employee) is not listed in the 2024 director compensation table . |
| Committee Chair Retainers | Not applicable | Audit Chair $25,000; Comp Chair $20,000; N&CG Chair $15,000 – but not applicable to Mr. Honig under policy and he holds no chair roles . |
| Lead Independent Director Retainer | Not applicable | $25,000 for Lead Independent Director (policy), not applicable to Mr. Honig . |
| Meeting Fees | None disclosed | Director compensation structure does not disclose per‑meeting fees . |
Performance Compensation
| Plan Component / Metric | Applies to Mr. Honig? | Detail |
|---|---|---|
| Annual director equity (RSUs; ~ $150,000 grant date FV) | No | Policy grants RSUs to non‑employee directors other than employees of Apollo, Temasek, or State Farm; Mr. Honig is a Temasek employee . |
| Director performance metrics | Not applicable | No director‑level performance metrics disclosed; executive plan metrics for context are Adjusted EBITDA, Ending RMR, and Stock Price (NEO plans) . |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict with ADT |
|---|---|---|
| CAA Holdings, LLC | Private | No ADT‑disclosed related‑party transactions with CAA . |
| Horizon Media Holdings, LLC | Private | No ADT‑disclosed related‑party transactions with Horizon . |
| NVA (observer) | Private | No ADT‑disclosed related‑party transactions with NVA . |
- Governance rights context: Apollo retains approval rights (≥25% ownership) and director nomination rights (≥5% ownership) under the Stockholders Agreement; Co‑Investor designee provisions also apply to board composition .
Expertise & Qualifications
- Capital allocation/M&A and investment experience (Temasek investing since 2013; prior Credit Suisse M&A) .
- Sector exposure: technology, healthcare, consumer, services (Temasek) .
- Education: BA Economics, Cornell University, magna cum laude .
Equity Ownership
| Item | Amount |
|---|---|
| Common shares beneficially owned | 0 (not listed with holdings) |
| Options (exercisable/unexercisable) | 0 (not listed with options) |
| RSUs outstanding | 0 (not listed; RSUs outstanding noted for certain other directors) |
| Beneficial ownership % | <1% |
| Shares pledged as collateral | Company policy prohibits hedging/pledging; legacy pledges from before July 2021 permitted to remain. No director‑specific pledging for Mr. Honig disclosed . |
| Ownership guidelines applicability | Independent directors must hold 5x annual cash retainer; Mr. Honig is not independent and is excluded from non‑employee director compensation program . |
Governance Assessment
-
Positives
- Strengthening governance: majority‑independent Board and fully independent key committees following end of controlled status .
- Board declassification proposed (phase‑in from 2026), enhancing annual accountability to shareholders .
- Attendance: all incumbents at ≥75% of applicable FY2024 meetings (Board met 7x; Audit 11x; Comp 4x; N&CG 2x) .
- Robust policies: anti‑hedging/pledging and clawback frameworks; executive sessions led by Lead Independent Director .
-
Risks and potential red flags
- Independence and sponsor‑designee risk: Mr. Honig is a Temasek‑designated, non‑independent director; fiduciary alignment may tilt toward sponsor objectives rather than minority holders .
- Alignment gap: by policy, employees of Temasek do not receive ADT director cash/equity retainers, and Mr. Honig shows no ADT equity ownership—reducing “skin‑in‑the‑game” alignment with public shareholders .
- Structural overhangs: Apollo retains approval and nomination rights under the Stockholders Agreement; Co‑Investor designee provisions affect board composition and removal—insulating sponsor influence .
- Related‑party ecosystem: ADT discloses several related‑party transactions with Apollo‑affiliated vendors/partners (e.g., ~$3.8m cloud communications, ~$400k IT, ~$400k private clubs, ~$251k hotel in 2024), underscoring ongoing sponsor ties (not involving Temasek per disclosure) .
Note: “Say‑on‑pay” occurs annually; the 2025 proposal is advisory and non‑binding (no percent outcome disclosed in the 2025 proxy) .
Note: Section 16(a) compliance was timely for FY2024; the proxy does not list Mr. Honig’s Form 4 activity (if any) .