Fawad Ahmad
ADTAbout Fawad Ahmad
Fawad Ahmad (age 49) is Executive Vice President and Chief Operating and Customer Officer at ADT, effective April 14, 2025, reporting to CEO Jim DeVries; he joins from State Farm where he most recently served as Chief Strategy & Transformation Officer and earlier as Chief Digital Officer, SVP–Digital & Customer Experience, and VP–Digital . He holds a BS in Marketing from Southeastern University in Karachi, Pakistan and a JD from Thomas Jefferson School of Law; he also serves on the board of Radian Group (Governance and Risk Committees) . As context on ADT’s operating backdrop (pre‑Ahmad arrival), 2024 saw 5% revenue growth, record RMR of $359M, 12.7% gross revenue attrition, and a 2.2‑year revenue payback, with a compensation framework emphasizing pay-for-performance and option-based LTIs for NEOs in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Farm Mutual Automobile Insurance Company | Chief Strategy & Transformation Officer | 2024 | Enterprise strategy and transformation leadership at the largest U.S. P&C provider; digital/customer experience modernization |
| State Farm Mutual Automobile Insurance Company | Chief Digital Officer | 2019–2024 | Led digital platforms and customer experience at scale |
| State Farm Mutual Automobile Insurance Company | SVP – Digital & Customer Experience | 2017–2019 | Drove omnichannel customer experience initiatives |
| State Farm Mutual Automobile Insurance Company | VP – Digital | 2016–2017 | Led digital function build-out |
| Staples Inc. | General Manager, Global Omnichannel Product & Strategy | 2013–2016 | Omnichannel product/strategy for a global workspace products leader |
| eBay Inc. | GM, North America Core Shipping Platform | Not disclosed | Led strategy, operations, and strategic partnerships for NA shipping platform |
External Roles
| Organization | Role | Committees | Years |
|---|---|---|---|
| Radian Group | Director | Governance; Risk | Not disclosed |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $600,000 annualized, effective on start date (paid biweekly $23,076.92) . |
| Sign‑on Cash Bonus | $500,000, paid after start; subject to 2‑year repayment if voluntary termination or termination for cause within 2 years . |
| Relocation | Eligible for Program “A” relocation; temporary living expenses reimbursed via relocation program . |
| Employment Status | At‑will; conditioned on non‑compete/non‑solicit agreement, confidentiality/new inventions agreement, and adherence to ADT Code of Conduct . |
| Benefits | Eligible to participate in standard executive benefit plans . |
Performance Compensation
Annual Incentive Plan (AIP) – Ahmad
| Element | Terms |
|---|---|
| FY2025 Eligibility | Eligible for FY2025 AIP, payout in early 2026; prorated from April 14, 2025 start date . |
| Target Bonus | 100% of base salary; actual payout based on company financial performance and individual contribution . |
| FY2025 Metrics | Not disclosed; structure references company AIP terms; see 2024 metrics below for precedent . |
Company AIP Metrics (FY2024 precedent for structure)
| Metric | Weighting | Target | Actual | Payout as % of Target | Weighted Business Performance |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | $2,577 | $2,578 | 100.05% | 51% |
| Ending RMR ($M) | 50% | $361.5 | $359.5 | 99.45% | 44% |
| Total | — | — | — | — | 95% of target payout |
Long‑Term Incentives (LTI)
| Award | Grant Value | Form | Vesting | Grant Price Basis |
|---|---|---|---|---|
| New‑hire equity (sign‑on) | $2,500,000 | RSUs | Vests in 3 equal annual installments (1/3 per year), subject to Comp Committee approval; vest dates measured from grant date | Closing price on date of grant |
| Annual LTI eligibility | $1,000,000 (beginning 2026) | Form not specified for Ahmad; see 2024 program context below | N/A | N/A |
Company LTI context (FY2024 for NEOs): annual grants delivered entirely in non‑qualified stock options, vesting one‑third per year; 10‑year term; exercise price equals close on grant date .
Equity Ownership & Alignment
- Beneficial ownership: Not disclosed for Ahmad in the 2025 proxy ownership tables; appointment 8‑K expressly states no related‑party transactions under Item 404(a) .
- New‑hire RSUs: $2.5M sign‑on RSUs vest over three years; specific share count depends on grant date price and is not disclosed yet .
- Ownership guidelines: Executive Officers must hold equity equal to 2x base salary; shares that count include actual shares and unvested time‑based RSUs; stock options and unearned performance shares do not count .
- Anti‑pledging/hedging: Company policy prohibits hedging, short sales, and pledging of company securities (with pre‑existing pledges grandfathered from July 2021) .
- Trading controls: Insider trading policy requires pre‑approval for Section 16 officers and permits trades only during open windows or under approved Rule 10b5‑1 plans with cooling‑off periods .
Ownership Guidelines Snapshot
| Item | Detail |
|---|---|
| Required multiple | 2x base salary for Executive Officers . |
| Instruments that count | Actual shares and unvested time‑based RSUs count; options and unearned performance shares do not . |
| Policy restrictions | No hedging/shorting/pledging; pre‑approval for trades; 10b5‑1 plans allowed with cooling‑off . |
Employment Terms
| Term | Key Details |
|---|---|
| Start date & role | EVP & Chief Operating and Customer Officer, effective April 14, 2025; duties transition from retiring COO (June 6, 2025) . |
| Employment nature | At‑will . |
| Conditions | Execution and ongoing compliance with Non‑Competition and Non‑Solicitation Agreement; Confidentiality and New Inventions Agreement; Code of Conduct . |
| Indemnification | Standard executive officer indemnification agreement . |
| Severance/change‑in‑control | Eligible to participate in company severance plan on same basis as other senior executives (specific multiples for Ahmad not disclosed in 8‑K); company plans include double‑trigger CIC for certain executives (illustrated in proxy for other execs) . |
| Clawbacks | Company recoupment policy for incentive comp following restatement due to fraud/willful misconduct/gross negligence; separate Dodd‑Frank/NYSE-compliant clawback for erroneously received incentive comp after an accounting restatement . |
Performance & Track Record
- Appointment rationale and remit: ADT positioned Ahmad to oversee operations, customer experience, and digital transformation, drawing on more than 20 years in product, digital, and customer experience leadership across State Farm, Staples, and eBay; ADT highlighted his enterprise platform modernization and customer‑centric accountability systems .
- Company performance context (pre‑Ahmad): 2024 delivered 5% revenue growth, record RMR, near‑record retention (12.7% gross revenue attrition), and a 2.2‑year revenue payback, with renewed emphasis on option‑based LTIs for NEOs to tie value to stock price appreciation .
- Governance/related party comfort: Despite prior State Farm affiliation, appointment 8‑K reports no Item 404(a) related‑party transactions; State Farm affiliates own ~15.5% of ADT combined common and Class B as disclosed in the proxy .
Compensation Structure Analysis
- Mix and alignment: Ahmad’s package blends fixed cash (salary, $500k sign‑on cash) with significant at‑risk, retention‑tilted equity ($2.5M sign‑on RSUs, 3‑year vest), plus participation in AIP (100% of salary target; prorated FY2025), and annual LTI eligibility starting 2026 ($1.0M) .
- Performance linkage: Company AIP emphasizes financial metrics tied to subscription economics (Adjusted EBITDA and Ending RMR in 2024, 50/50 weighting) and paid at 95% of target in 2024, signaling disciplined pay‑for‑performance calibration .
- Shareholder safeguards: Anti‑hedging/pledging, insider trading pre‑clearance/windows, and dual clawback frameworks mitigate misalignment and reputational risk .
- Governance backdrop: Say‑on‑pay support was ~99% at 2024 annual meeting, indicating broad shareholder endorsement of ADT’s compensation philosophy and design .
Vesting Schedules & Potential Insider Selling Pressure
| Equity/Plan | Vesting Detail | Timing Considerations |
|---|---|---|
| Sign‑on RSUs ($2.5M) | 1/3 annually over 3 years from grant date, subject to Comp Committee approval | Creates three annual vesting events; sales restricted to open windows or 10b5‑1 plans with pre‑approval/cooling‑off . |
| FY2025 AIP | Payout in early 2026; prorated for 2025 service | Cash payout; subject to company performance/individual contribution . |
| Annual LTI (from 2026) | $1.0M target value; form not specified for Ahmad | Company precedent in 2024 favored options (1/3 annual vest), aligning value to stock appreciation . |
Risk Indicators & Red Flags
- Related‑party transactions: None for Ahmad under Item 404(a) at appointment .
- Hedging/pledging: Prohibited by policy (legacy pledges grandfathered); no pledging by Ahmad disclosed .
- Clawbacks: Robust recoupment policies in place (company policy and Dodd‑Frank/NYSE) .
- Legal/SEC matters: No proceedings or investigations disclosed concerning Ahmad in appointment filings .
Investment Implications
- Alignment and retention: The $2.5M sign‑on RSU (3‑year vest) plus 100%‑of‑salary AIP target and 2026 LTI eligibility should sustain retention and align incentives toward operational execution and customer outcomes; anti‑hedging/pledging and clawbacks further tighten alignment .
- Near‑term supply technicals: Three annual RSU vesting events may create periodic selling capacity, but insider trading controls and potential use of 10b5‑1 plans should moderate market impact .
- Strategic fit: Ahmad’s digital/customer experience background and prior State Farm senior roles could support ADT’s State Farm partnership channel and customer‑centric operations; importantly, no related‑party transactions were disclosed at appointment .
- Governance support: High say‑on‑pay approval (~99% in 2024) and option‑heavy NE0 LTI design indicate a shareholder‑friendly posture; Ahmad’s package blends retention RSUs with AIP/LTI at risk to drive execution .