Matthew E. Winter
ADTAbout Matthew E. Winter
Matthew E. Winter, age 68, is an independent director of ADT Inc. serving since 2018 and currently acts as Lead Independent Director and Audit Committee Chair. He previously served as President of The Allstate Corporation (2015–2018), President of Allstate Personal Lines (2013–2015), and President & CEO of Allstate Financial (joined 2009). He holds a BS (University of Michigan), JD (Albany Law School of Union University), and LLM (University of Virginia School of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Allstate Corporation | President | Jan 2015 – Feb 2018 | Senior leadership of Fortune 100 insurer |
| Allstate Personal Lines | President | Jan 2013 – Jan 2015 | Led largest segment of Allstate |
| Allstate Financial | President & CEO | Joined 2009 | Led financial services arm |
External Roles
| Organization | Role | Committee Roles |
|---|---|---|
| H&R Block Inc. | Director | Audit Committee member; Compensation Committee Chair |
| The Hartford Insurance Group | Director | Finance, Investment & Risk Management Committee member; Compensation Committee Chair |
Board Governance
- Independence: The Board determined Mr. Winter is independent under NYSE and SEC rules; ADT’s Board is now ~62% independent, with fully independent Audit, Compensation, and Nominating & Corporate Governance Committees .
- Lead Independent Director: Appointed by non-management directors; collaborates with the Chair/CEO on agendas, can call special meetings, and provides independent oversight and communication among independent directors and management .
- Committee Assignments: Audit Committee Chair; Audit Committee members qualify as “audit committee financial experts.” Audit Committee held 11 meetings in FY2024 .
- Attendance: In FY2024, the Board met seven times; each incumbent director attended at least 75% of Board and applicable committee meetings .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 11 | Winter designated “audit committee financial expert” |
| Compensation | Not listed as member | — | Committee fully independent |
| Nominating & Corporate Governance | Not listed as member | — | Committee fully independent |
| Executive | Not listed as member | — | — |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee directors |
| Audit Committee Chair retainer | $25,000 | Annual cash |
| Lead Independent Director retainer | $25,000 | Annual cash (added Sept 2023) |
| Total cash fees earned (FY2024) | $150,000 | Winter served as LID and Audit Chair |
Performance Compensation
| Instrument | Grant Date | Fair Value (FY2024) | Units Outstanding (12/31/2024) | Vesting |
|---|---|---|---|---|
| RSUs | May 22, 2024 | $150,000 | 20,892 (incl. dividend equivalents) | One-year vesting term |
Non-employee director equity is time-based RSUs; no performance-vesting metrics are disclosed for director compensation. Options are not disclosed for non-employee directors; Winter’s FY2024 compensation reflects RSUs only .
Other Directorships & Interlocks
| Company | Relationship to ADT | Potential Interlock/Conflict Note |
|---|---|---|
| H&R Block Inc. | No related-party transactions disclosed | External role; no ADT transactional disclosures tied to H&R Block |
| The Hartford Insurance Group | No related-party transactions disclosed | External role; no ADT transactional disclosures tied to The Hartford |
Expertise & Qualifications
- Audit committee financial expert designation; qualified under Item 407(d)(5) of Regulation S‑K .
- Deep public-company leadership and insurance domain expertise from Allstate senior roles .
- Legal and financial credentials (JD, LLM; senior P&L leadership) supporting committee oversight .
- Lead Independent Director experience balancing combined Chair/CEO structure .
Equity Ownership
| Holder | Common Stock Owned | Vested Options | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Matthew E. Winter | 107,854 | — | 107,854 | <1% |
- Unvested RSUs outstanding as of 12/31/2024: 20,892 (includes dividend equivalents) .
- Stock Ownership Guidelines: Independent directors must hold equity equal to 5x the annual cash retainer before selling shares; shares counted are actual shares owned and unvested time-based RSUs (options/performance shares do not count) .
- Anti-hedging and anti-pledging policies are listed among governance policies; specific director pledging disclosures for Winter are not provided in the proxy .
Governance Assessment
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Strengths
- Lead Independent Director with defined authorities, enhancing board effectiveness under a combined Chair/CEO model .
- Audit Committee Chair and audit committee financial expert, reinforcing oversight of financial reporting, internal controls, and auditor independence .
- Documented independence; Board and key committees fully independent following end of controlled company status, improving investor confidence .
- Balanced director pay mix (cash + RSUs), modest chair/LID premia; RSUs create alignment with shareholder value; 2024 total of $300,000 (cash $150,000; stock awards $150,000) .
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Risks/Watch Items
- Significant stockholder influence: Apollo Funds beneficially owned 278,650,366 shares (32.9% of total common and Class B); board processes must ensure independence and robust oversight in light of this concentration .
- Governance transition: ADT ceased being a “controlled company” in March 2024; monitoring continued compliance with majority-independent board and fully independent committees is prudent .
- Related party and stockholder agreements exist (Apollo, State Farm, Google, Rackspace) per proxy’s “Certain Relationships” section; no Winter-specific related party transactions disclosed, but continued audit committee oversight of related person transactions is critical .
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RED FLAGS highlighted
- None specific to Winter identified in proxy: no attendance shortfall disclosed (met ≥75% threshold with peers), no director-related party transactions, and no director-specific hedging/pledging disclosures. Continue monitoring for pledging/hedging violations and any emergent interlocks involving Winter’s external boards .