Paul J. Smith
ADTAbout Paul J. Smith
Independent director at ADT since 2022; age 62. Smith is a State Farm designee and retired in April 2025 after serving as Executive Vice President and, previously, Executive Vice President and Chief Operating Officer overseeing Property & Casualty, Life, Enterprise Technology and transformation at State Farm. He holds a BS in Accounting from University of Wisconsin–Eau Claire and completed Harvard Business School’s General Managers Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Farm | Executive Vice President and Chief Operating Officer; later Executive Vice President | COO through Jan 2025; EVP Jan–Apr 2025; joined State Farm in 1988 | Led Property & Casualty, Life, Enterprise Technology; enterprise transformation for future growth |
| State Farm | Chief Financial Officer; EVP Technology & Innovation | Not individually dated; part of senior roles since 1988 | Finance leadership and technology innovation oversight |
External Roles
- No other public company directorships disclosed for Smith .
Board Governance
- Independence: Board determined Smith is independent under NYSE/SEC rules; independence analysis explicitly considered his State Farm role and the ADT–State Farm relationship .
- Committee assignments: Member, Compensation Committee (since Feb 2025 the committee comprises Daniel Houston (Chair), Tracey Griffin, and Paul J. Smith) .
- Attendance: In fiscal 2024, each incumbent director attended at least 75% of Board and applicable committee meetings .
- Board composition: Majority independent; Audit, Compensation, and Nominating & Corporate Governance Committees entirely independent following end of “controlled company” status in March 2024 .
- Lead Independent Director: Matthew E. Winter serves as Lead Independent Director; he also chairs the Audit Committee with defined authorities (executive sessions, agenda setting, shareholder communication) .
- Executive sessions: Non‑management directors meet in executive session regularly; Lead Independent Director can call/lead sessions .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Paid quarterly in arrears |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000 | Paid quarterly in arrears |
| Lead Independent Director retainer | $25,000 | Approved Sept 2023 |
| Applicability to Smith | Directors who are employees of Apollo, Temasek, or State Farm do not receive ADT director cash/equity compensation | Smith was a State Farm EVP through April 2025; 2024 compensation table excludes him |
Performance Compensation
| Program | Metric | Weight | Target | Actual | Payout basis |
|---|---|---|---|---|---|
| 2024 Annual Incentive Plan (AIP) – for executives overseen by Smith’s Compensation Committee | Adjusted EBITDA ($mm) | 50% | $2,577 | $2,578 | 100.05% of target; 51% weighted performance |
| 2024 AIP | Ending Recurring Monthly Revenue (RMR, $mm) | 50% | $361.5 | $359.5 | 99.45% of target; 44% weighted performance |
| 2024 AIP Result | Total | — | — | — | 95% of target payout to NEOs |
| Director equity (non-employee) | RSUs granted annually | ~$150,000 grant-date fair value; 1-year vest | Not granted to directors who are employees of Apollo, Temasek, or State Farm | Smith excluded while a State Farm employee |
- Compensation committee practices: Independent consultant (Pearl Meyer), annual risk assessment and clawback compliance; no option repricing; anti‑hedging/anti‑pledging; stock ownership guidelines .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| State Farm | Strategic investor (~15.7% as of Mar 26, 2025) and commercial partner | Smith is State Farm’s designee on ADT’s Board; Board considered this in independence assessment |
| State Farm Agreements | Investor Rights Agreement; Development Agreement (Opportunity Fund up to $300mm; $100mm initially restricted; 2024 payments incl. $6.9mm to State Farm; $1.3mm to ADT for taxes) | Approval and standstill/transfer restrictions; ROFR on issuances to P&C insurers; creates ongoing related‑party governance considerations |
| State Farm Customer Subsidies | ADT receives per-system subsidies (~$5.9mm in 2024) | Ongoing commercial flows with State Farm |
Expertise & Qualifications
- Finance and operations leadership, including prior CFO, EVP Technology & Innovation roles at State Farm .
- Deep insurance P&C/Life and enterprise technology transformation experience .
- Education: BS Accounting (UW–Eau Claire); Harvard Business School GMP .
- Board skill matrix: Finance & Accounting; M&A/Corporate Strategy; Executive Experience highlighted by ADT .
Equity Ownership
| Holder | Common Stock + Vested Options Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Paul J. Smith | Not listed with holdings; “*” indicates <1% | <1% | Directors table shows Smith with “—” and below 1% threshold; none vesting within 60 days noted for Smith |
- Stock ownership guidelines: Independent directors required to own 5x annual cash retainer value; shares counting toward compliance exclude options and unearned performance shares .
Governance Assessment
- Strengths: Independent status affirmed despite State Farm affiliation; compensation committee fully independent with Smith as member; robust clawback, anti‑hedging/pledging, and ownership guidelines; strong lead independent director/audit oversight; all directors met attendance thresholds .
- Potential conflicts/RED FLAGS: Significant related‑party ties to State Farm (equity stake, ROFR, subsidies, Opportunity Fund governance) raise ongoing conflict-monitoring needs; Smith’s prior executive role at State Farm elevates perceived risk despite independence determination. Board explicitly considered these relationships in assessing his independence, partially mitigating the concern .
- Shareholder sentiment: Say‑on‑pay support was strong (votes For 807,986,174 vs Against 8,877,994; annual frequency chosen) indicating confidence in compensation governance overseen by Smith’s committee .