Cecile Harper
Alarm.com HoldingsAbout Cecile B. Harper
Cecile B. Harper (age 62) joined ALRM’s Board in May 2024; she is CFO and COO of the College Foundation of the University of Virginia since October 2019, and previously spent 26 years at Southeastern Asset Management as a principal focused on client development and revenue infrastructure; earlier roles include IBM’s consulting group and business analyst at McKinsey. She holds an MBA from Harvard Business School and a BA from the University of Virginia; the Board cites her strengths in strategic and financial planning, corporate governance, and business development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southeastern Asset Management | Principal | Dec 1993–Sep 2019 | Led external relationships and internal revenue infrastructure through expansion; responsible for new client development, retention and growth, service and communications |
| IBM | Consulting Group | Pre-1993 | Business consulting responsibilities (pre-Southeastern role) |
| McKinsey & Company | Business Analyst | Pre-1993 | Business analysis responsibilities (pre-Southeastern role) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| College Foundation of the University of Virginia | Chief Financial Officer & Chief Operating Officer | Oct 2019–present | Financial and operating leadership of foundation; current external operating role |
No other public company directorships are mentioned in Ms. Harper’s biography in the proxy; the Board’s write-up highlights operating and investment management experience rather than board interlocks .
Board Governance
- Committee assignments: Ms. Harper serves on the Nominating and Corporate Governance Committee; she is not a committee chair (McAdam chairs Nominating) .
- Independence: The Board determined each committee member is independent under Nasdaq rules; the Nominating Committee (McAdam, Evans, Harper) is explicitly independent under Rule 5605(a)(2) .
- Meetings and attendance: Board met 4 times in 2024; each director attended at least 75% of the aggregate number of Board and committee meetings for which they served. Nominating met 4 times; Compensation 5; Audit 4 .
- Annual meeting engagement: All then-current directors attended the 2024 Annual Meeting in person .
Fixed Compensation
| Component | Detail | 2024 Amount | Notes |
|---|---|---|---|
| Board cash retainer | Non-employee director retainer | Policy: $40,000/year | Chairman retainer $50,000; paid quarterly in arrears |
| Committee membership retainers | Audit: $15,000; Compensation: $7,500; Nominating: $5,000 | Policy amounts | Chair retainers: Audit $20,000; Compensation $15,000; Nominating $10,000; changes effective Jan 1, 2024 (Comp Committee member from $5,000 to $7,500; Board chair from $10,000 to $25,000) |
| Ms. Harper—Fees Earned (cash) | Actual 2024 cash paid | $16,690 | Reflects prorated service in 2024 per policy |
Performance Compensation
| Equity Type | Grant Practice | Grant Date Fair Value | Vesting | Change-in-Control Terms |
|---|---|---|---|---|
| Annual RSU (non-employee directors) | Granted business day following annual meeting; none if initial award in same calendar year | $145,000 | Vests in full immediately before next annual meeting (service-based) | If in continuous service until immediately prior to closing, all outstanding director equity vests fully immediately prior to closing (single-trigger acceleration upon change in control) |
| Ms. Harper—Equity Compensation (2024) | Shares/Units | Dollar Value | Notes |
|---|---|---|---|
| Stock awards (RSUs) granted | 2,304 | $144,991 | Aggregate grant date fair value under ASC 718; shares outstanding as of 12/31/2024 shown below |
Performance metrics are not used for director compensation; equity is time-vested RSUs, with no director options granted in recent years .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not mentioned in Ms. Harper’s proxy biography |
| Prior public company boards | Not mentioned in Ms. Harper’s proxy biography |
| Shared directorships/interlocks | Not mentioned in Ms. Harper’s proxy biography |
Expertise & Qualifications
- Strategic and financial planning, corporate governance, and business development expertise cited by the Board; education: Harvard MBA; UVA BA .
- Long-tenured investment management experience (26 years at Southeastern Asset Management) and current CFO/COO role provide financial leadership credentials valuable for governance and oversight .
Equity Ownership
| Metric | Value | Date/Source |
|---|---|---|
| Beneficial ownership (shares) | — | As of March 31, 2025 |
| Beneficial ownership % | “*” (proxy table notation) | Based on 49,679,679 shares outstanding as of March 31, 2025 |
| RSUs outstanding (shares) | 2,304 | As of December 31, 2024 |
| Options outstanding (shares) | — | As of December 31, 2024 |
| Stock ownership guidelines | Lesser of 3× annual cash retainer or 2,500 shares; 5-year compliance window | Adopted 2018; directors expected to meet within five years |
| Compliance status | Not yet required; Harper appointed May 16, 2024, has until 2029 to comply | Unvested RSUs not counted toward guidelines until vest |
Audit Committee oversees approval of related-person transactions; “All Other Compensation” shows no amounts for Harper in 2024 (contrast: Nevin had $4,786 reimbursement including $1,771 tax gross-up) .
Governance Assessment
- Strengths: Independent director; active on Nominating & Corporate Governance Committee overseeing board composition, ESG, and succession; committee met 4 times in 2024; Board attendance policy met (≥75% for all directors); high equity mix in 2024 compensation supports alignment .
- Compensation structure: Director pay comprises fixed cash retainers and time-vested RSUs; annual RSU grant $145,000 with one-year vest; change-in-control provides single-trigger acceleration for director equity, standard in many tech issuers; no director bonus or options recently—limits risk but reduces explicit pay-for-performance link .
- Ownership alignment: As a new director, Harper had no beneficially owned shares as of March 31, 2025; RSUs outstanding total 2,304 and are excluded from ownership guideline calculations until vest; she has until 2029 to meet guidelines—appropriate phase-in but low near-term “skin-in-the-game” .
- Engagement signals: Attendance threshold met; all directors attended 2024 Annual Meeting in person—positive signal of engagement .
- Oversight quality: Nominating Committee responsibilities include ESG oversight and succession; Compensation Committee uses independent consultant (Compensia) assessed for conflicts; committees explicitly composed of independent directors per Nasdaq—supports governance quality .
RED FLAGS / Watch Items
- Single-trigger CoC acceleration for director equity can be viewed unfavorably by some investors; however, it is disclosed and standard in the policy .
- New director ownership: no beneficial shares reported as of Mar 31, 2025; while within guideline phase-in, investors may monitor pace of ownership accumulation toward 2029 compliance .
- No Harper-specific related-party transactions or perquisite gross-ups disclosed in 2024; continue monitoring proxy footnotes and Audit Committee related-party approvals for changes .