Todd Dernberger
ADTAbout Todd Dernberger
Todd Dernberger is Executive Vice President and Chief Growth Officer at ADT, a role he has held since February 2025 after serving as Senior Vice President and Chief Growth Officer from April 2024 to February 2025; he previously led Field and Virtual Operations (SVP, 2022–2024) and Operations (VP, 2018–2022) and has been with ADT since 2007, building sales culture and accelerating growth; he is 46 years old . ADT evaluates and pays executives against company performance metrics centered on Adjusted EBITDA and Ending Recurring Monthly Revenue (RMR) for annual incentives, and uses stock options (2024–2025) to align long-term pay with stock price performance, resulting in a 95% of target 2024 AIP payout at the company level .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ADT | EVP & Chief Growth Officer | Feb 2025–present | Leads growth agenda; recognized for building sales culture and accelerating growth . |
| ADT | SVP & Chief Growth Officer | Apr 2024–Feb 2025 | Drove growth initiatives across channels . |
| ADT | SVP, Field and Virtual Operations | Jan 2022–Apr 2024 | Led field and virtual operations to support growth . |
| ADT | VP, Operations | Apr 2018–Jan 2022 | Advanced operational execution . |
| ADT | Multiple roles since 2007 | 2007–2018 | Progressed from Residential Sales Rep to leadership; >17 years at ADT . |
External Roles
No external directorships or outside roles are disclosed for Dernberger in the 2025 proxy’s Executive Officers section (only ADT roles are listed) .
Fixed Compensation
Company program overview (Dernberger-specific salary/bonus targets were not disclosed in the 2025 proxy or 8-Ks; the tables below show the company framework used for NEOs in 2024).
- Philosophy: Base salary (fixed), annual cash incentive (AIP), and equity-based long-term incentives (LTI); CEO 91% at-risk, other NEOs ~48% at-risk (target mix) .
- Ownership and trading practices: Stock ownership guidelines (multiples below), pre-approval and windowed trading, Rule 10b5-1 plans with cooling-off, anti-hedging and anti-pledging (no new pledges; legacy pledges grandfathered July 2021) .
2024 AIP Target Bonus Percentages (NEO reference)
| Executive | Target Bonus % of Base Salary |
|---|---|
| CEO | 150% |
| CFO | 100% |
| EVP/Functional NEOs (examples in proxy) | 80–100% (examples: Scott 80%, Smail 100%, Young 100%) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Company Metrics and Outcome
| Performance Metric | Weighting | Target | Actual | Performance vs Target | Weighted Business Performance |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | $2,577 | $2,578 | 100.05% | 51% |
| Ending RMR ($mm) | 50% | $361.5 | $359.5 | 99.45% | 44% |
| Total | 95% (AIP payout factor) |
- Key incentive measures used to link pay and performance: Adjusted EBITDA, Ending RMR, and stock price (via options) .
- Definitions: Adjusted EBITDA includes adjustments for interest, taxes, D&A (including subscriber system assets), share-based comp, restructuring, debt extinguishment, radio conversion costs, acquisition/disposition adjustments, impairments, and certain other items .
Long-Term Incentives (LTI)
| Grant type | Vesting | Key terms |
|---|---|---|
| Non-qualified stock options (primary LTI for execs in 2024 and 2025) | Generally vests one-third per year, subject to continued employment | Exercise price = closing price on grant date; 10-year term; value only realized if stock price increases . |
Equity Ownership & Alignment
Ownership Guidelines and Trading/Clawback Policies
| Policy | Detail |
|---|---|
| Stock ownership guidelines | CEO 6x salary; CFO 3x; Executive Officers and CEO Management Direct Reports 2x; Independent Directors 5x; RSUs count, options and unearned PSUs do not . |
| Anti-hedging/short sale | Hedging and short sales prohibited for all personnel . |
| Anti-pledging | Pledging and margin purchases prohibited for all personnel; legacy pledges grandfathered (July 2021) . |
| Trading controls | Pre-approval by CLO for Section 16 officers; trading only during open windows; Rule 10b5-1 plans allowed with minimum cooling-off and approvals . |
| Clawbacks | Company recoupment for restatements tied to fraud/willful misconduct/gross negligence; separate Dodd-Frank/NYSE-compliant mandatory clawback for erroneously received incentive comp after accounting restatement . |
Beneficial Ownership Context (management aggregate)
| Group | Vested Options | Common Stock | Total Beneficially Owned (Common + Vested Options) | % of Shares Outstanding |
|---|---|---|---|---|
| All current directors and executive officers (20 persons) | 12,682,813 | 10,208,713 | 22,891,526 | 2.8% (based on 846,995,186 as-converted shares outstanding) |
Note: Dernberger’s individual share/option holdings are not itemized in the 2025 proxy tables (only NEOs and directors are shown individually) .
Pledging/Overhang (sponsor)
- Apollo funds have a non-recourse margin loan secured by 278,650,366 ADT shares (LTV ~5.2% as of March 11, 2025); certain ADT executives/employees were entitled to a share of proceeds based on their Apollo fund ownership (subject to recall until obligations are satisfied) .
- Company policy prohibits employees/directors from pledging ADT stock, but grandfathered pledges from July 2021 were allowed to remain .
Employment Terms
Dernberger’s individual employment agreement, severance/CIC terms were not disclosed in the 2025 proxy or recent 8-Ks. The following describes ADT’s disclosed plans and typical terms for executive officers.
Severance and CIC Framework (as disclosed; examples for EVP-level)
| Plan/Agreement | Trigger | Cash | Benefits | Bonus | Notes |
|---|---|---|---|---|---|
| Severance Plan (example: EVP David Scott) | Involuntary termination (not for cause/death/disability) | 12 months base salary + 12 months target annual bonus (salary continuation) | Medical/dental/HRA for 12 months; potential lump-sum for 6 more months; outplacement up to 12 months | Pro-rata AIP based on actual performance | Release required; 24-month non-compete and non-solicit; confidentiality and non-disparagement covenants . |
| CIC Severance Plan (example: EVP David Scott) | Double trigger: CIC + qualifying termination (60 days before to 24 months after CIC) | 2x base + 2x target annual bonus (lump sum) | Medical/dental/HRA continuation for 12 months (plus additional 12 months if not eligible elsewhere) | Pro-rata bonus at target for year of termination | Release and post-termination covenants; double-trigger equity vesting governed by Omnibus Plan definitions . |
| Tax gross-ups | — | — | — | — | No excise tax gross-ups; 280G “best net” cutback applies if beneficial to executive . |
Equity treatment on CIC/termination follows Omnibus Plan/change-in-control definitions (e.g., person acquires ≥50% voting power; majority board turnover over 12 months; certain reorganizations or asset sales), with vesting outcomes described in the proxy tables for NEOs .
Performance Compensation – Detailed Metric Table (Design Reference)
| Metric | Weight | Target | Actual | Payout mechanics |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | $2,577mm | $2,578mm | Threshold = 50% payout; cap = 200% of target; 2024 weighted business performance totaled 95%; no discretion applied by Comp Committee . |
| Ending RMR | 50% | $361.5mm | $359.5mm | Definitions and non-GAAP reconciliation context provided; RMR comprises recurring fees from monitoring/other services . |
Compensation Structure Analysis
- Mix and risk: Executives’ long-term pay was shifted from RSUs to stock options in 2024 (and continued in 2025), increasing sensitivity to stock price appreciation and emphasizing long-term value creation; options vest over three years and have 10-year terms .
- Pay-for-performance: Company AIP uses two operational/subscription metrics (Adjusted EBITDA, Ending RMR) with balanced 50/50 weighting; 2024 payout at 95% indicates near-target execution without discretionary upward adjustments .
- Governance: Dodd-Frank clawback adopted; anti-hedging/anti-pledging; equity grant timing policy (post-earnings) reduces information asymmetry; no option repricing .
- Market benchmarking and shareholder alignment: Peer group methodology targets subscription/tech-enabled B2C models; 2024 say-on-pay support ~99% .
Investment Implications
- Alignment and incentives: As an internally developed leader (since 2007) now driving growth, Dernberger’s incentives are tied to enterprise value creation via options-only LTI and EBITDA/RMR-focused AIP, promoting long-term stock price alignment and near-term operating discipline .
- Retention and overhang: Three-year option vesting supports retention; anti-pledging/hedging policies mitigate misalignment risk, though Apollo’s pledged block and recallable proceeds introduce external overhang dynamics not directly tied to executives’ pledging practices .
- Governance quality: Robust trading controls, clawbacks, and best-net 280G cutback, alongside strong say-on-pay support, indicate shareholder-friendly compensation governance, which reduces controversy risk around incentive outcomes .
- Data gaps: Dernberger’s specific base salary, target bonus, equity grant sizes, ownership levels, and individual severance/CIC terms were not disclosed in the 2025 proxy/8-Ks reviewed; monitoring future 8-K Item 5.02 filings and Section 16 Forms 3/4/5 would be essential to quantify insider selling pressure and personal alignment going forward .