Omar Khan

About Omar Khan

Omar Khan, 50, joined ADT in March 2025 as Executive Vice President and Chief Business Officer, leading product, engineering, innovation, business development and strategic partnerships . He previously served as COO at HealthyMD (May 2023–Mar 2025), COO at American Health Associates (May 2021–May 2023), and CEO at Transformco (May 2020–May 2021); he is also a Senior Advisor at Boston Consulting Group and HealthyMD . Khan holds an SB in Electrical Engineering and Computer Science and an MS in Electrical Engineering from MIT . Context on company performance as he joined: ADT delivered 2024 revenue growth of 5% YoY with record RMR of $359M, 12.7% gross revenue attrition, and 2.2-year revenue payback ; in Q1’25, revenue grew 7% YoY and Adjusted EBITDA rose 4% YoY .

Past Roles

External Roles

Fixed Compensation

• Compensation terms for Khan (base salary, target bonus) were not disclosed in the March 25, 2025 8-K (which detailed terms for another appointee) nor in the 2025 proxy’s NEO tables (Khan was not an NEO for 2024). Expect disclosure in future proxies/8‑Ks if/when applicable .

Performance Compensation

ADT’s recent incentive design (for NEOs; illustrative of company practice) emphasizes operating performance and equity alignment.

• Annual Incentive Plan (2024 design for NEOs)

  Performance Metric	Weighting	Target	Actual	Performance 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% payout

• Long-Term Incentives (2024 program for executives)

  • Instrument: Non-qualified stock options only; 10-year term; vest one-third per year, strike at grant close .
  • Rationale: Options deliver value only with share price appreciation; aligns executive rewards with shareholder returns .

• Governance features affecting incentives

  • Clawback policy (Dodd-Frank/NYSE compliant) and separate misconduct-based recoupment .
  • No option repricing; double-trigger CoC provisions; anti-hedging/anti-pledging; majority of CEO pay at-risk .

Equity Ownership & Alignment

• Stock ownership guidelines: Executive Officers must hold equity equal to 2x base salary (CFO 3x; CEO 6x); options and unearned performance shares do not count .
• Anti-hedging and anti-pledging: Hedging and short sales prohibited; pledging prohibited (grandfathered pledges from July 2021 may remain) .
• Insider trading controls: Trading limited to open windows; Section 16 officers require pre-approval; 10b5‑1 plans allowed with cooling-off period .
• Underwriter lock-up: Khan was listed among officers subject to a lock-up in the July 25, 2025 secondary offering documentation (Schedule IV), reducing near-term selling flexibility .
• Beneficial ownership: No specific Form 3/4 holdings for Khan were identified in the reviewed proxy/8‑Ks; monitor Section 16 filings for initial statement and grant details .

Employment Terms

• Company frameworks (executive precedent):
  • Severance Plan (for certain officers like the Chief People & Administration Officer): on involuntary termination (other than cause), 12 months base salary + target bonus, continued benefits for up to 12 months, and potential pro‑rata bonus; outplacement at company discretion; release and 24‑month non-compete/non-solicit required .
  • CIC Severance Plan (double-trigger): upon qualifying termination within 60 days pre- to 24 months post‑CIC, 2x base + 2x target bonus lump sum, benefits continuation, pro‑rata bonus, outplacement; release and restrictive covenants required .
  • Executive employment agreements (for certain NEOs) include 24‑month post-termination non-compete/non-solicit and salary continuation for up to 24 months upon qualifying termination; pro‑rata bonus; benefits continuation; release required .
• Khan-specific: An offer letter or individualized severance/CIC terms for Khan were not filed in the available 8‑Ks/proxy; disclosure may follow in future filings if applicable .

Performance & Track Record

• Mandate at ADT: Lead product, engineering, innovation, partnerships—core levers for ADT+ platform expansion and ecosystem differentiation .
• Prior operating leadership: CEO (Transformco), COO (American Health Associates; HealthyMD), and advisory/leadership roles at BCG, Magic Leap, Samsung, Motorola, indicating breadth across consumer tech and operations .
• Company context during tenure start: 2024 record RMR and strong cash generation; Q1’25 revenue and Adjusted EBITDA growth—supportive backdrop for product-led growth initiatives .

Investment Implications

• Alignment and selling pressure: Company-wide anti-hedging/pledging policies, stock ownership guidelines (2x salary for executive officers), and Khan’s inclusion in the July 2025 underwriter lock-up indicate alignment and reduced near-term selling pressure; exact personal holdings are not yet disclosed in the reviewed filings .
• Incentive structure: The shift to option-only LTIs for executives in 2024/2025 increases sensitivity to share price appreciation and supports long-term value creation; annual incentives tied to Adjusted EBITDA and RMR link pay to cash generation and subscriber durability .
• Retention risk: As a new hire with high-impact remit, retention risk hinges on grant cadence and vesting from 2025 forward; absence of disclosed offer/retention terms suggests monitoring forthcoming Section 16 filings and the next proxy for grant sizes, vesting schedules, and any sign-on awards .
• Governance and risk controls: Robust clawbacks, no option repricing, and strong say-on-pay support (99% in 2024) reduce governance risk around compensation; ongoing independence enhancements post “controlled company” transition strengthen oversight .

Monitoring to-dos: Track Form 3/4 filings for Khan (initial ownership and any RSU/option grants), upcoming 8‑Ks for compensatory arrangements, and the 2026 proxy for 2025 NEO status and detailed compensation disclosure .