Reed B. Rayman
ADTAbout Reed B. Rayman
Reed B. Rayman (age 38) is a Partner at Apollo focused on private equity investing in technology, media, and home services. He has served on ADT’s Board since 2016 and is currently Chair of ADT’s Executive Committee; he is not an independent director (Apollo designee) . Education: AB in Economics, cum laude, Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apollo Global Management | Partner (PE investing in tech/media/home services) | 2010–present | Sponsor-designee to ADT Board; chaired key committees pre-2025 |
| Goldman Sachs | Principal Strategies Group; Industrials Investment Banking | Prior to 2010 | Investing and IB experience supporting M&A/strategy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yahoo | Director | Current | Apollo portfolio company |
| Shutterfly | Director | Current | Apollo portfolio company |
| Coinstar | Director | Current | Apollo/Outerwall portfolio lineage |
| ecoATM | Director | Current | Kiosk electronics recycling; Apollo-linked |
| Eliant Trade GP LLC | Director | Current | Private entity |
| 25M Evolve, LLC | Director | Current | Private entity |
| UJA Federation of New York | Private Equity Executive Council member | Current | Industry/community engagement |
Board Governance
- Committee assignments and chair roles:
- Executive Committee: Chair (current)
- Compensation Committee: Chair through Feb 2025; committee held 4 meetings in 2024
- Nominating & Corporate Governance Committee: Chair through Feb 2025; committee held 2 meetings in 2024
- Independence status: Not independent (Apollo designee); ADT’s independent directors are listed and do not include Rayman .
- Attendance and engagement:
- Board met 7 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Executive Committee held no meetings in 2024 .
- Governance transition:
- ADT ceased “controlled company” status in March 2024; by March 2025, Audit, Compensation, and Nominating Committees are entirely independent and chaired by independent directors (Audit: Winter; Compensation: Houston; Nominating: Yoon) .
Fixed Compensation
| Component | Policy Amount | Applies to Rayman? | Notes |
|---|---|---|---|
| Annual director cash retainer | $100,000 | No | Independent non-employee directors only; excludes employees of Apollo, Temasek, State Farm . |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating $15,000 | No | Independent chair fees; Rayman’s prior chairs were pre-2025; Apollo employees excluded from director pay program . |
| Lead Independent Director retainer | $25,000 | No | Paid to Lead Independent Director (Winter) . |
| Equity (RSUs) | ~$150,000 grant-date fair value, 1-year vest | No | Independent non-employee directors only . |
| Meeting fees | None disclosed | N/A | No per-meeting fees disclosed; compensation is retainer + RSUs . |
Rayman (Apollo employee) is excluded from ADT’s non-employee director compensation program, and he does not appear in the fiscal 2024 director compensation table .
Performance Compensation
ADT does not use performance-based equity for directors; independent directors receive time-based RSUs. For context on pay-for-performance used for executives, the 2024 annual incentive plan (AIP) metrics and outcomes were:
| Performance Metric | Weighting | Target | Actual Performance | Performance as % of Target | Weighted Business Performance |
|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 50% | $2,577 | $2,578 | 100.05% | 51% |
| Ending Recurring Monthly Revenue (RMR) ($MM) | 50% | $361.5 | $359.5 | 99.45% | 44% |
| Total | — | — | — | — | 95% payout (AIP) |
Other Directorships & Interlocks
| Area | Detail | Potential Conflict/Interlock |
|---|---|---|
| Apollo influence rights | Stockholders Agreement grants Apollo approval rights on significant actions and the right to nominate a percentage of directors (currently ~40% with 32.9% ownership) . | Governance influence by Apollo; Rayman is Apollo designee. |
| Related-party transactions (Apollo affiliates) | 2024 fees paid: Apollo services $0.46MM; Rackspace (Apollo affiliate) ~$4.3MM; other Apollo-affiliated providers ~$3.8MM, ~$0.404MM, ~$0.400MM, ~$0.251MM . | Ongoing related-party exposure; oversight by Audit Committee required. |
| Apollo margin loan (pledge of ADT shares) | Apollo pledged all its ADT shares (278,650,366) under a non-recourse margin loan; LTV ~5.2% as of Mar 11, 2025 . | RED FLAG: Large pledged stake could create market overhang/forced selling risk. |
| Strategic partners | State Farm (15.7% combined ownership) and Google (100% of Class B shares) have investor rights and commercial agreements with ADT . | Not Rayman-specific, but Board must manage multiple large partner interests. |
Expertise & Qualifications
- M&A and corporate strategy; finance and investing (Apollo, Goldman Sachs) .
- Tech/media/home services sector experience; board roles at consumer-tech companies (Yahoo, Shutterfly, Coinstar, ecoATM) .
- Governance experience through prior chair roles on Compensation and Nominating committees .
Equity Ownership
| Item | Reported Amount | Notes |
|---|---|---|
| Common stock beneficially owned | — | Rayman is not listed with beneficial ownership; indicates no reported holdings as of Mar 26, 2025 . |
| Options beneficially owned | — | No reported options . |
| Class A-2 Units of TopCo Parent | — | No reported beneficial ownership of TopCo Parent Class A-2 Units . |
| ADT shares outstanding (context) | 846,995,186 (incl. Class B on as-converted basis) | As of Mar 26, 2025 . |
| Apollo ownership (context) | 278,650,366 common shares (32.9% of total) | Pledged under margin loan; governance rights retained . |
Governance Assessment
- Committee leadership history: Rayman chaired Compensation and Nominating through Feb 2025, which coincided with ADT’s transition away from controlled company status; those committees are now fully independent—a positive governance evolution .
- Independence and alignment: Rayman is not independent and has no reported personal ADT share ownership; alignment is primarily via Apollo’s stake rather than direct personal holdings—a gap in individual “skin-in-the-game” .
- Related-party oversight: Multiple payments to Apollo affiliates in 2024 necessitate robust Audit Committee review; the Board maintains a Related Person Transaction Policy and independent committees now oversee these matters .
- Shareholder signals: 2024 Say-on-Pay approval ~99% indicates broad investor support for executive pay structure; ADT has implemented clawback policies, anti-pledging/hedging for company personnel, and director/management ownership guidelines (independent directors 5x retainer)—good practices (note: Apollo employees excluded from director pay program) .
RED FLAGS
- Apollo margin loan pledge of 278.7MM ADT shares (non-recourse; LTV ~5.2%) introduces potential overhang/liquidity/event risk .
- Extensive related-party transactions with Apollo affiliates require continued independent oversight and transparent disclosure .
- Rayman’s lack of personal beneficial ownership at ADT reduces individual alignment versus independent directors subject to stock ownership guidelines .
Positive Governance Developments
- Declassification proposal (to move to annual elections) and special meeting right proposal reflect enhanced shareholder rights .
- Committees now fully independent with experienced chairs (Audit: Winter; Compensation: Houston; Nominating: Yoon) .