Daniel Houston
ADTAbout Daniel Houston
Daniel Houston, age 63, is an independent director of ADT (director since 2024). He serves as Executive Chairman of Principal Financial Group and previously held senior leadership roles at Principal since 1984 (SVP in 2000, EVP in 2006, President of Retirement & Income Solutions in 2008, President & COO in 2014, and CEO in 2015). He holds a BA from Iowa State University and an honorary doctorate from Iowa State’s Ivy College of Business .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Principal Financial Group | Executive Chairman | Current (appointed after prior service including CEO from 2015) | Led progression from SVP → EVP → business line President → COO → CEO; extensive financial services leadership |
External Roles
| Organization | Role | Nature |
|---|---|---|
| Business Roundtable | Member | Industry policy forum |
| American Council of Life Insurers | Chair, Tax Committee | Trade association committee leadership |
| Iowa State University Business School Dean’s Advisory Council | Board member | Academic advisory |
| Partnership for a Healthier America | Board member | Non-profit |
Board Governance
- Independence: ADT’s Board determined Houston is independent under NYSE and SEC standards; all current committee assignments he holds are fully independent .
- Committees: Compensation Committee Chair (since Feb 2025) and Nominating & Corporate Governance Committee member; he joined the Compensation Committee in June 2024 and became Chair in February 2025; current Nominating Committee composition is Yoon (Chair), Houston, Tiedt .
- Attendance and meetings: In 2024 the Board met 7 times, and each incumbent director attended at least 75% of Board and committee meetings during their service period . Committee meetings in 2024: Audit (11), Compensation (4), Nominating & Corporate Governance (2) .
- Governance context: ADT ceased to be a “controlled company” in March 2024; as of March 2025 a majority of the Board and all standing committees (Audit, Compensation, Nominating) are composed solely of independent directors . The 2025 proxy seeks to declassify the Board and add stockholder special meeting rights (Proposals 3 and 4) .
- Lead Independent Director: Matthew E. Winter serves as Lead Independent Director with robust responsibilities (agenda setting, executive sessions, shareholder communications) .
Fixed Compensation (Director)
Policy and actual 2024 compensation for independent directors:
| Item | Amount/Terms |
|---|---|
| Annual cash retainer (independent directors) | $100,000 per year, paid quarterly |
| Committee chair retainers | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 |
| Lead Independent Director retainer | $25,000 annually |
| Houston – 2024 cash fees (prorated as new director) | $29,396 |
Notes: New directors receive prorated cash/equity from appointment to next annual meeting . For 2024, Winter served as Lead Independent Director and Audit Chair .
Performance Compensation (Director Equity)
| Director | Grant date | Instrument | Fair value | Vesting | RSUs outstanding at 12/31/24 |
|---|---|---|---|---|---|
| Daniel Houston | 5/22/2024 | RSUs | $142,623 | RSUs generally vest in one year; shares delivered on first anniversary of grant | 19,713 RSUs (incl. dividend equivalents) |
Policy: Annual equity award for independent directors is RSUs with ~ $150,000 grant-date fair value, one-year vesting; prorated for mid-cycle appointees . No director performance metrics apply to RSU vesting (time-based) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None disclosed for Houston in ADT’s proxy biography . |
| Compensation committee interlocks | ADT discloses no compensation committee interlocks in 2024/2025; none of the Compensation Committee members (including Houston) were officers/employees of ADT; no cross-board interlocks involving ADT executives in 2024 . |
Expertise & Qualifications
- Senior financial services operator and board leader (Executive Chairman and former CEO of Principal) with decades in insurance and retirement solutions, relevant to ADT’s compensation oversight and governance needs .
- External policy and governance involvement (Business Roundtable; ACLI Tax Committee chair) indicating regulatory and policy fluency .
- Independent status and leadership role as Compensation Committee Chair align with ADT’s post-controlled-company governance refresh .
Equity Ownership
| Measure | Amount |
|---|---|
| Common stock beneficially owned (3/26/2025) | 0 shares (no vested options reported) |
| Percent of shares outstanding | <1% (not individually reported; Houston not listed with any beneficial ownership) |
| TopCo Parent Class A‑2 Units | 0 units |
| RSUs outstanding (12/31/2024) | 19,713 units (incl. dividend equivalents) |
| Pledging/hedging | Company policy prohibits hedging and short sales and prohibits pledging/margin purchases (legacy pledges allowed to remain) |
| Ownership guidelines | Independent directors must hold equity equal to 5x annual cash retainer |
Governance Assessment
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Strengths:
- Independent director leading the Compensation Committee; committee is fully independent; uses an independent consultant (Pearl Meyer) with no conflicts disclosed .
- Board and committees majority/fully independent following end of controlled company status; ongoing governance enhancements (declassification, special meeting rights) .
- Attendance/engagement: all incumbents met at least 75% attendance; Compensation and Nominating committees met during 2024; clear committee remits and charters .
- Shareholder alignment signals: 2024 Say‑on‑Pay support ~99% ; stock ownership guidelines for directors; anti‑hedging/anti‑pledging and clawback policies in place .
-
Watch items / potential red flags:
- Low direct ownership: no reported common stock beneficially owned as of March 26, 2025; equity exposure currently via time‑vested RSUs from 2024 appointment (alignment should increase as awards vest) .
- Related‑party/overboarding risk appears limited: no related‑party transactions disclosed involving Houston; ADT overboarding policy limits executive public-company directors to one outside public board—Houston’s disclosed roles appear compliant; continue monitoring for any additional public company directorships .
-
Implications for investors:
- Houston’s compensation oversight credibility is supported by independence, industry chair experience, and strong Say‑on‑Pay backing; monitor equity accumulation against the 5x retainer guideline to assess growing alignment .
- No disclosed interlocks or related‑party exposures tied to Houston; ADT’s robust policies (clawbacks, anti‑hedging/pledging) and ongoing governance reforms reduce governance risk .