Tracey R. Griffin
ADTAbout Tracey R. Griffin
Tracey R. Griffin, age 60, is an independent director of ADT and has served on the Board since 2018 . She is currently Group Chief Financial Officer of Chalhoub Group, a privately held luxury goods retailer and distributor headquartered in Dubai, UAE, a role she has held since July 2023 . Her prior operating roles include CFO/COO at Framebridge (2019–2023), CFO at Kendra Scott (2018–2019), and COO (2014–2016) then CFO (2016–2018) of PANDORA Americas; earlier, she was a Senior Partner at McKinsey & Company focused on retail and consumer clients . Griffin holds a BS in Finance from Georgetown University and an MBA from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Framebridge, Inc. | Chief Financial Officer & Chief Operating Officer | Nov 2019 – Jan 2023 | Oversaw finance and operations for online/retail custom framing brand |
| Kendra Scott | Chief Financial Officer | Sep 2018 – Nov 2019 | Led finance at lifestyle retail brand |
| PANDORA Americas | Chief Operating Officer; then Chief Financial Officer | Oct 2014 – Feb 2016 (COO); Feb 2016 – Sep 2018 (CFO) | Implemented/oversaw strategic growth including Latin America expansion |
| McKinsey & Company | Senior Partner | Prior to 2014 (dates not specified) | Retail/consumer goods advisory, strategy and operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chalhoub Group (Private) | Group Chief Financial Officer | Jul 2023 – Present | Group CFO for GCC-focused luxury retailer/distributor |
| The Children’s Place (Public) | Director (prior service) | Prior (dates not disclosed) | Audit and Human Capital Committees |
| Partnership for a Healthier America (Non-profit) | Former Chairman, Finance & Audit Committee | Prior (dates not disclosed) | Finance and audit oversight |
| United Negro College Fund (UNCF) | Board & Strategy Committee (prior service) | Prior (dates not disclosed) | Strategy committee member |
Board Governance
- Independence: The Board determined Griffin is independent under NYSE and SEC rules and qualifies for service on Board committees composed solely of independent directors .
- Committees (current): Compensation Committee member; the Committee is fully independent since February 2025 and currently chaired by Daniel Houston, with members Griffin and Paul J. Smith .
- Committees (recent past): Audit Committee member until October 2024 (Audit Committee held 11 meetings in FY2024); after October 2024 membership changed, and since February 2025 Audit Committee comprises Winter (Chair), Gartland, Yoon, and Zarmi .
- Attendance: In FY2024, the Board met seven times; each incumbent director attended at least 75% of Board and applicable committee meetings during their service period .
- Board leadership: ADT combines Chair/CEO roles (DeVries), balanced by a robust Lead Independent Director role (Winter) with authorities including calling independent sessions and special meetings; independent director sessions occur regularly .
- Governance transition: ADT ceased to be a “controlled company” in March 2024 and now has a majority independent Board and fully independent Audit, Compensation, and Nominating & Corporate Governance Committees .
Fixed Compensation
| Component (Non-Employee Director) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid quarterly in arrears |
| Committee Chair Fees | $0 for Griffin in 2024 (not a chair) | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 (general policy) |
| Lead Independent Director Additional Retainer | N/A for Griffin; $25,000 applies to Lead Independent Director role (Winter) | Approved Sept 2023 |
| Meeting Fees | Not disclosed; compensation is via retainers | Policy describes retainers and annual RSUs |
| 2024 Cash Earned (Actual) | $100,000 | Griffin’s FY2024 fees earned |
Performance Compensation
| Equity Element | Grant Date | Value/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs (FY2024) | May 22, 2024 | $150,000 fair value | One-year vest; units delivered at first anniversary | Standard director grant; fair value computed using closing price on grant date |
| RSUs Outstanding (12/31/2024) | N/A | 20,892 units outstanding | As of 12/31/2024 | Inclusive of dividend equivalent units |
| RSUs Vesting (Next) | May 22, 2025 | 21,056 units vesting | On first anniversary of grant | Indicates subsequent accruals/dividend equivalents |
| Option Awards | N/A | None disclosed for non-employee directors | N/A | Directors receive RSUs under policy |
| 2024 Stock Award (Actual) | N/A | $150,000 | Per policy and grant | Griffin’s FY2024 stock award |
Company performance metrics (for executive AIP overseen by the Compensation Committee):
| Performance Metric | Weight | Target | Actual | Performance vs Target | Weighted Business Performance |
|---|---|---|---|---|---|
| Adjusted EBITDA ($ millions) | 50% | $2,577 | $2,578 | 100.05% | 51% |
| Ending Recurring Monthly Revenue (RMR) ($ millions) | 50% | $361.5 | $359.5 | 99.45% | 44% |
| Total AIP Payout | — | — | — | — | 95% of target payout |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committees/Notes |
|---|---|---|---|
| The Children’s Place | Public | Director (prior service) | Audit and Human Capital Committees |
| Chalhoub Group | Private | Group CFO | Not a disclosed related party to ADT |
| Partnership for a Healthier America | Non-profit | Former Finance & Audit Chair | Governance/finance leadership |
| UNCF | Non-profit | Board & Strategy Committee (prior service) | Strategy oversight |
No related-party transactions involving Griffin are disclosed; the “Certain Relationships and Related Person Transactions” section addresses Apollo, State Farm, Google, Rackspace and other transactions, but does not list Griffin-specific related party dealings .
Expertise & Qualifications
- Finance and operations leadership across retail/consumer sectors (CFO/COO roles at Framebridge, Kendra Scott, PANDORA Americas; Group CFO at Chalhoub) .
- Strategic growth, international expansion (Latin America expansion at PANDORA Americas) .
- Board and committee experience (prior public company board, audit/human capital committees at The Children’s Place; non-profit finance/audit leadership) .
- Education: BS Finance (Georgetown); MBA (Stanford GSB) .
- Independence affirmed for Board and committee service under NYSE/SEC standards .
Equity Ownership
| Security | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|
| Common Stock | 108,625 shares | <1% (asterisk in table) | Beneficial ownership as of Mar 26, 2025 |
| Vested Options | None (not listed for directors) | N/A | Security ownership table shows no options for Griffin |
| RSUs Vesting (near term) | 21,056 units vesting May 22, 2025 | N/A | Director RSU vesting schedule |
Stock ownership guidelines require independent directors to hold equity valued at 5x their annual cash retainer; options and unearned performance shares do not count toward compliance . ADT’s insider trading policy prohibits hedging, short sales, and pledging of Company securities by directors and employees (with limited grandfathered pledges from July 2021) .
Governance Assessment
- Committee effectiveness and independence: Griffin is a current member of a fully independent Compensation Committee that uses an independent consultant (Pearl Meyer) and conducts annual compensation risk assessments (Oct 2024), supporting pay-for-performance alignment and risk mitigation .
- Engagement and attendance: Board held 7 meetings in FY2024; each incumbent director (including Griffin) attended at least 75% of Board and committee meetings during their service period, indicating baseline engagement .
- Alignment and incentives: Director pay mix balances cash and equity; Griffin received $100,000 cash and $150,000 in RSUs for FY2024 (total $250,000), with RSUs vesting after one year, promoting long-term alignment with shareholders .
- Investor confidence signals: 2024 say‑on‑pay support was ~99%, indicating strong shareholder endorsement of compensation design overseen by the Compensation Committee .
- Governance controls: Anti‑hedging/pledging policies, clawback policies compliant with Dodd‑Frank/NYSE, and regular executive sessions under Lead Independent Director strengthen governance robustness; Griffin’s independent status and committee role operate within these safeguards .
- Conflicts/related-party exposure: No Griffin‑specific related‑party transactions are disclosed; independence determination affirms no material relationship with ADT that would impair judgment .
Overall, Griffin’s deep finance/operations background in consumer/retail, prior audit/human capital committee experience, and current role on ADT’s independent Compensation Committee contribute to board effectiveness; the absence of disclosed conflicts and adherence to stringent governance policies support investor confidence in her oversight role .