Sigal Zarmi
ADTAbout Sigal Zarmi
Independent director at ADT since 2021; age 61. Senior Advisor at Boston Consulting Group since August 2021, with prior senior technology and transformation roles at Morgan Stanley (International CIO and Global Head of Transformation), PwC (Vice Chair—Global and US CIO), and GE Capital, Americas (CIO). Education: MBA, Columbia University; BS in Engineering, Technion—Israel Institute of Technology. Currently serves on boards of Global Atlantic Financial Group and GoDaddy, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | International CIO; Global Head of Transformation | Oct 2018 – Jan 2023 | Led global technology transformation initiatives |
| PwC | Vice Chair—Global and US CIO | Not disclosed | Enterprise technology leadership across US and global operations |
| GE Capital, Americas | CIO | Not disclosed | Financial services technology operations leadership |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Boston Consulting Group | Senior Advisor | Since Aug 2021 | Not disclosed |
| Global Atlantic Financial Group | Director | Not disclosed | Not disclosed |
| GoDaddy, Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: Board determined Zarmi is independent under NYSE and SEC rules; also independent for committee service .
- Committee assignments: Audit Committee member; designated an “audit committee financial expert.” Audit Committee chaired by Lead Independent Director Matthew E. Winter .
- Board structure and activity: Board held 7 meetings in fiscal 2024; Audit Committee held 11 meetings. Each incumbent director attended at least 75% of Board and relevant committee meetings during their service period in 2024 .
- Governance enhancements: Board is declassifying (subject to shareholder approval), moving to annual elections beginning with staggered implementation through 2028; approved Feb 20, 2025; Apollo consented Feb 14, 2025 .
| Governance Item | Status | Evidence |
|---|---|---|
| Independence | Independent director | |
| Committee | Audit Committee member | |
| Financial expert | Yes (Audit Committee) | |
| Attendance | ≥75% of meetings in 2024 (company-wide for incumbents) | |
| Board declassification | Approved proposal for shareholder vote |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Not a chair; chair fees are $25,000 (Audit), $20,000 (Comp), $15,000 (N&CG) |
| Lead Independent Director fee | $0 | $25,000 applies only to Lead Independent Director |
| Equity grant (RSUs) | $150,000 | Granted May 22, 2024; one-year vesting |
| Total director compensation | $250,000 | Cash + RSUs for 2024 |
| Stock Ownership Guidelines | Multiple | Status |
|---|---|---|
| Independent Directors | 5x annual cash retainer | Company policy; individual compliance not disclosed |
Performance Compensation
| Instrument | Vesting | Performance Metrics Tied | Notes |
|---|---|---|---|
| Director RSUs | One-year vesting | None | No performance-based director pay disclosed; RSUs convert to shares at vest |
Other Directorships & Interlocks
| External Board | Role | Potential ADT Interlock/Conflict |
|---|---|---|
| GoDaddy, Inc. | Director | No ADT-related transactions disclosed with GoDaddy |
| Global Atlantic Financial Group | Director | No ADT-related transactions disclosed with Global Atlantic |
| Boston Consulting Group | Senior Advisor | No related person transactions disclosed involving BCG; ADT Audit Committee reviews related-party transactions under formal policy |
Expertise & Qualifications
- Deep technology and cybersecurity leadership (CIO roles at Morgan Stanley, PwC, GE Capital) aligned with ADT’s technology and data privacy focus .
- Audit Committee financial expert designation supports robust financial reporting oversight .
- Independent status and service on all-independent key committees (Audit, Compensation, N&CG) strengthens board effectiveness .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common Stock beneficially owned | 63,083 shares | <1% of shares outstanding |
| RSUs outstanding (12/31/2024) | 20,892 units | Director RSUs vest on one-year schedule |
| RSUs scheduled to vest (5/22/2025) | 21,056 units | As disclosed for directors Winter, Griffin, Zarmi |
| Options | None disclosed | Directors not shown with vested options; asterisk indicates <1% and no options listed for Zarmi |
| Pledging/Hedging | Prohibited under insider trading policy; legacy pledges pre-July 2021 permitted to remain | No pledges by Zarmi disclosed |
Insider Trades
| Item | Status | Evidence |
|---|---|---|
| Section 16(a) filings (FY2024) | Company reports all officers/directors complied timely |
Governance Assessment
- Strengths: Independent director with substantial CIO/transformation credentials; Audit Committee financial expert; contributes to all-independent committee structure; attendance threshold met; supports risk oversight via Audit Committee mandate (financial controls, ERM, cybersecurity) .
- Alignment: Receives standard director mix (cash + time-based RSUs), subject to 5x retainer stock ownership guideline; holds common stock and RSUs, improving skin-in-the-game; no performance-based or discretionary director pay that could misalign incentives .
- Conflicts/Red Flags: No related-party transactions disclosed involving Zarmi’s external roles; anti-hedging/anti-pledging policy in place; no tax gross-ups for executives and robust clawback policy, though clawback applies to executive incentive compensation, not directors .
- Signals: Board declassification proposal and end of controlled company exemptions indicate improving shareholder rights and governance standards, enhancing investor confidence .