Thomas Gartland
ADTAbout Thomas Gartland
Independent director at ADT since January 21, 2025; age 67; appointed as a Class III director and member of the Audit Committee. He is Chairman & CEO of Montway Auto Transport (since 2023) and Executive Chairman of SGL TransGroup (since 2017). Prior roles include President, North America at Avis Budget Group and leadership positions at Diversey and Ecolab. He holds a BBA/Marketing from the University of St. Thomas (St. Paul, MN) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avis Budget Group | President, North America; EVP Sales, Marketing & Customer Care | EVP Apr 2008–Oct 2011; President Oct 2011–Dec 2014 | Led strategic direction for marketing and sales |
| Diversey (JohnsonDiversey) | Various roles; President, North American Region | 1994–2008; President 2002–2008 | Regional leadership in cleaning/hygiene solutions |
| Ecolab | Various roles; VP & Director of National Accounts | 1980–1994 | Key account leadership in water/hygiene services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Montway Auto Transport (private) | Chairman & CEO | 2023–present | CEO/Chair; private company |
| SGL TransGroup (private) | Executive Chairman | 2017–present | Executive chair; private freight forwarder |
| Xenia Hotels & Resorts (NYSE: XHR) | Director | 2015–present | Chair, Compensation Committee |
| ABM Industries (NYSE: ABM) | Director | 2015–present | Chair, Governance Committee; Member, Compensation Committee |
Board Governance
- Independence: ADT’s Board determined Gartland is independent under NYSE and SEC rules; ADT’s Audit, Compensation, and Nominating & Governance Committees are composed entirely of independent directors .
- Committee assignment at ADT: Audit Committee member since February 2025; Audit Committee also determined he qualifies as an “audit committee financial expert” .
- Tenure/Classification: Appointed January 21, 2025, as a Class III director (term expiring at the 2026 annual meeting) .
- Attendance: For fiscal 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Gartland joined in 2025 so no FY2024 attendance reported .
- Executive sessions: Non-management directors meet in executive sessions regularly, led by the Lead Independent Director (Matthew Winter) .
Fixed Compensation (Director)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee directors) | $100,000, paid quarterly |
| Committee chair retainers | Audit Chair $25,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $15,000 |
| Lead Independent Director retainer | $25,000 (in addition to base) |
| Gartland cash terms on appointment | Receives non-employee director cash compensation per policy (base retainer, prorated as applicable) |
Performance Compensation (Director)
| Component | Amount/Terms |
|---|---|
| Annual equity for non-employee directors | RSUs with grant date fair value ≈ $150,000; one-year vesting |
| New director proration | New directors receive prorated cash and equity based on appointment date to next annual meeting |
| Gartland 2025 equity grant | Prorated RSU grant ≈ $49,314 upon appointment (one-year vesting) |
Note: ADT uses time-based RSUs for director equity; no performance metrics apply to director awards .
Other Directorships & Interlocks
- Public company boards: Xenia Hotels & Resorts (Compensation Chair); ABM Industries (Governance Chair; Compensation member) .
- Network interlock at ADT: ADT’s CEO, James DeVries, also serves on ABM’s board, creating a shared external directorship with Gartland (monitor for information flow and alignment) .
Expertise & Qualifications
- Recognized by ADT as an Audit Committee Financial Expert (finance/accounting oversight). Deep operating experience in logistics, transportation, sales, and marketing from Ecolab, Diversey, Avis; current CEO role underscores operating and strategic execution capability .
Equity Ownership
| Holder | Common Stock | Vested Options | Notes |
|---|---|---|---|
| Thomas Gartland | — | — | No beneficial ownership reported in ADT’s 2025 proxy security ownership table for Gartland (as of proxy reporting) |
- Stock ownership guidelines: Independent directors must hold equity equal to 5x the annual cash retainer; anti-hedging and anti-pledging policies apply (grandfathered pledges pre-July 2021 permitted) .
- As of Dec 31, 2024, outstanding director RSUs listed for pre-2025 appointees; Gartland’s prorated grant occurs in 2025 and is not included in 2024 year-end tables .
Governance Assessment
- Strengths: Independent appointment; Audit Committee Financial Expert designation strengthens financial reporting and risk oversight; no related-party transactions disclosed under Item 404(a); indemnification consistent with ADT practice .
- Compensation alignment: Standard ADT director pay with majority of value in equity ($150k RSUs vs $100k cash suggests c. 60/40 equity/cash policy mix), promoting alignment; prorated equity upon 2025 appointment .
- Potential watch items: Shared ABM directorship with ADT’s CEO could create perceived network influence—monitor for any ABM–ADT business interactions and ensure continued independent committee oversight .
- Board trajectory: ADT is declassifying the board and now operates with majority independent directors and fully independent key committees—positive structural trend for governance quality .
Key Disclosures (for reference)
- Appointment details and compensation terms for Gartland, including prorated equity and absence of related-party transactions .
- Committee independence and Audit Committee composition; financial expert designation .
- Director compensation framework and retainer amounts .
- Security ownership table (no reported holdings for Gartland at proxy reporting) .
- Lead Independent Director and executive session practices .