Danielle Tiedt - Director | ADT (ADT) Executive Profile & Compensation

About Danielle Tiedt

Independent director of ADT since 2024; age 49. Currently Chief Marketing Officer of YouTube (Alphabet), a role she has held since May 2012, where she helped scale YouTube into a ~$50B business across 76 countries and launched subscription services including YouTube Premium, YouTube TV and NFL Sunday Ticket. Prior roles include General Manager of Bing Marketing at Microsoft. She holds a BBA in Marketing and Management from the University of Wisconsin–Madison School of Business. She serves on ADT’s Nominating & Corporate Governance Committee.

Past Roles

Organization	Role	Tenure	Committees/Impact
YouTube (Alphabet/Google)	Chief Marketing Officer	May 2012–present	Helped grow YouTube to ~$50B business in 76 countries; launched YouTube Premium, YouTube TV, NFL Sunday Ticket; advanced creator brand recognition
Microsoft	General Manager, Bing Marketing	Pre-2012 (prior to joining Google)	Led Bing marketing; large-scale consumer platform experience

External Roles

Organization	Role	Tenure	Notes
4‑H Foundation	Director (non-profit)	Current	Largest STEM organization for U.S. youth
Other public company boards	—	—	None disclosed in ADT’s proxy

Board Governance

Committee assignments: Member, Nominating & Corporate Governance Committee; current composition since Feb 2025: Suzanne Yoon (Chair), Daniel Houston, Danielle Tiedt. Not a chair.
Independence: Board determined Ms. Tiedt is independent under NYSE and SEC standards, including for the committees on which she serves.
Attendance: Board met 7 times in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings during their service period. Nominating & Corporate Governance Committee met 2 times in 2024.
Board structure: ADT ceased “controlled company” status in March 2024; Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent.
Executive sessions: Non‑management directors meet in executive session regularly.

Fixed Compensation (Non‑Employee Director Pay)

Component	2024 Amount	Notes
Annual cash retainer (pro‑rated)	$29,396	Pro‑rated from appointment to 2024 annual meeting; standard retainer $100,000/year
Equity (RSUs, pro‑rated)	$142,623	Granted May 22, 2024; RSUs vest in one year; standard annual equity is ~$150,000 grant-date fair value
Total 2024 director compensation	$172,019	Sum of cash and equity
RSUs outstanding (12/31/2024)	19,713 units	Includes dividend equivalent units; generally vest one year from grant

Notes:

Chairs receive additional annual cash retainers: Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000. Lead Independent Director receives $25,000. Meeting fees are not paid. Ms. Tiedt is not currently a chair or LID.

Performance Compensation

Item	Disclosure
Performance-based elements for directors	Not applicable; non‑employee director equity is time‑based RSUs with one‑year vesting; no performance metrics disclosed

Other Directorships & Interlocks

Entity	Relationship	Relevance/Conflict Consideration
YouTube (Alphabet/Google)	Ms. Tiedt is CMO	ADT has material commercial relationships with Google: exclusive (modified) devices/services agreement and “Google Success Funds”; amended Jan 2024 to adjust exclusivity and reimbursements. Google also holds all 54.7M Class B shares and has extended lock-up to June 2025; ADT committed $200M over 7 years to Google Cloud (with credits/discounts). Potential conflict risk exists; Board deems Tiedt independent. Expect recusals on Google‑related matters.

Expertise & Qualifications

Subscription and platform growth leadership: Scaled YouTube’s global business; launched multiple subscription services (Premium, TV) and sports rights bundle (NFL Sunday Ticket).
Brand/marketing expertise: Creator ecosystem brand building and large‑scale consumer marketing.
Technology/digital media: Senior operating role at a leading global digital platform; prior Microsoft experience.
Education: BBA, Marketing & Management, University of Wisconsin–Madison School of Business.

Equity Ownership

Measure	Status
Beneficial ownership – Common and Class B	Not individually listed with beneficial ownership in the proxy’s summary table; <1% of shares outstanding.
RSUs outstanding (12/31/2024)	19,713 unvested RSUs (incl. dividend equivalents)
Options	None disclosed for directors
Hedging/pledging	Company policy prohibits hedging, short sales, and pledging of Company stock (grandfathered pledges permitted as of July 2021); no pledges disclosed for Ms. Tiedt.
Director ownership guidelines	Independent directors: 5x annual cash retainer ($100k), i.e., $500k guideline value; compliance status for Ms. Tiedt not disclosed.

Insider Trades

Item	Disclosure
Section 16 filings	Company states all required filings for directors and officers were timely in 2024; no director‑specific Form 4 transactions for Ms. Tiedt are detailed in the proxy.

Governance Assessment

Strengths
- Independence affirmed; committees fully independent post‑controlled company phase‑out, improving governance posture.
- Relevant domain expertise (subscription growth, consumer marketing, digital platforms) aligned with ADT’s smart home/security strategy.
- Director pay mix is predominantly equity (2024: ~$143k equity vs ~$29k cash; ~83% equity), supporting alignment.
Watch items / RED FLAGS
- Potential conflict: Ms. Tiedt is a senior executive at YouTube (Alphabet/Google) while ADT maintains significant commercial agreements and cloud commitments with Google and Google is a major shareholder (all Class B shares). Although the Board deems her independent, ongoing monitoring of recusals and committee deliberations on Google‑related matters is warranted.
Engagement and attendance
- Meets attendance threshold; Board met 7 times in 2024 and all directors attended ≥75% of applicable meetings; Nominating & Corporate Governance met 2 times.
Ownership alignment
- As a newer director (since 2024), equity holdings currently consist of time‑based RSUs; director ownership guideline is 5x retainer ($500k), with no individual compliance status disclosed.