Nicole Bonsignore

About Nicole Bonsignore

Nicole Bonsignore, age 47, joined ADT’s Board in 2023 as a designee of Apollo Global Management, where she is a Partner leading Human Capital for Apollo’s Equity Business and serves as Global Head of Talent Strategy; she holds a BA in Economics from Bucknell University . She is not classified as an independent director under NYSE rules (independent directors are specifically listed and do not include Ms. Bonsignore) . As a Class III director, her current term runs until the 2026 annual meeting, with ADT proposing declassification so all directors will stand for annual elections beginning in 2028 if approved . In 2024, each incumbent ADT director attended at least 75% of Board and committee meetings held during their tenure, indicating baseline engagement; ADT also holds regular executive sessions of non-management directors .

Past Roles

External Roles

Board Governance

• Status and term: Class III director since 2023; term expires at 2026 annual meeting, with Board declassification proposed for transition to annual elections (beginning 2026 for expiring classes, full annual elections by 2028) .
• Independence: Not listed among ADT’s independent directors; ADT’s independent directors are Gartland, Griffin, Houston, Smith, Tiedt, Winter, Yoon, and Zarmi .
• Committee assignments: Served on the Compensation Committee until June 2024; current Compensation Committee (as of Feb 2025) is Houston (Chair), Griffin, Smith (all independent) . Not listed on current Audit, Nominating & Corporate Governance, or Executive Committees .
• Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; ten directors attended the 2024 annual meeting .
• Board leadership and oversight: Combined Chair/CEO role balanced by a robust Lead Independent Director function (Matthew E. Winter), with active ERM oversight led by the Audit Committee .
• Controlled company transition: ADT ceased to be a “controlled company” in March 2024; by March 2025 the Board became majority independent and all three key committees (Audit, Compensation, Nominating) are fully independent .

Fixed Compensation (Director)

ADT’s 2024 director compensation table lists only eligible independent directors, supporting that Apollo designees like Ms. Bonsignore do not receive ADT director cash/equity compensation .

Performance Compensation (Director)

• No performance-based director compensation (e.g., no PSU/TSR metrics) is disclosed for non-employee directors; independent directors receive time-based RSUs vesting at one year, while Apollo-employed designees are excluded from the program .

Other Directorships & Interlocks

Expertise & Qualifications

• Human capital/talent strategy leadership (Apollo Equity Business), recruiting/training systems (Neuberger Berman), and capital markets/industry research exposure (Lehman) .
• This profile aligns with ADT’s board skills matrix emphasis on human capital and M&A/corporate strategy capabilities across the Board (matrix shown at a Board level) .

Equity Ownership

Governance Assessment

• Strengths and mitigants:

  • Transitioned out of controlled company status; all key committees fully independent; majority independent Board; strong Lead Independent Director with defined authorities .
  • Compensation Committee independence and use of independent consultant (Pearl Meyer) acknowledged; high 2024 say-on-pay support (~99%) signals investor alignment on pay practices .
  • Regular executive sessions of non-management directors enhance independent oversight .

• Potential conflicts/RED FLAGS to monitor:

  • Sponsor designee status: As an Apollo designee and Apollo Partner, Ms. Bonsignore is not independent; Apollo retains certain approval and nomination rights under the Stockholders Agreement at specified ownership levels, and historical certificate provisions include special quorum language tied to an Apollo designee (sponsor influence risk) .
  • Related-party exposure: ADT reported multiple transactions with Apollo-affiliated companies in 2024; while disclosed as arm’s-length, continued spend warrants monitoring for scope, pricing, and termination rights (conflict optics) .
  • Corporate opportunities waiver: ADT’s charter includes an expansive corporate opportunities waiver for Apollo/affiliates and their designees, a common PE-backed feature that can heighten perceived conflicts (monitor for any overlap with ADT’s lines of business) .

• Engagement/attendance: Baseline compliance with ≥75% meeting attendance in 2024 across incumbents; specific individual attendance not disclosed, but no attendance red flags reported .

• Compensation and alignment: As an Apollo employee, Ms. Bonsignore receives no ADT director cash retainers or RSUs; this avoids direct company-paid incentives but also limits equity-based “skin in the game” relative to independent directors; she is not listed with any ADT equity holdings or TopCo A-2 units .

• Committee work: Past service on Compensation Committee until June 2024 (during sponsor-control transition) is notable; currently, the Compensation Committee is independent-only, which mitigates pay-setting conflict risk going forward .

• Broader shareholder context: Declassification proposal and end of controlled company exemptions reflect improving governance posture; monitor execution and continued reduction of sponsor rights as ownership declines .

Appendix: Key Director Compensation Policies (for context)

• Independent non-employee directors: $100,000 annual cash retainer; ~$150,000 RSU grant (one-year vest); chair retainers (Audit $25,000; Compensation $20,000; Nominating $15,000); Lead Independent Director retainer $25,000 .
• Exclusions: Directors employed by Apollo, Temasek, or State Farm are excluded from the standard director cash/equity program .