Daniel Ramos

About Daniel Ramos

Daniel Ramos, 56, is Chief Legal and Compliance Officer and Senior Vice President, Corporate Operations at Alarm.com, a role he has held since January 2023; he joined Alarm.com in 2007 as SVP, Corporate Development after prior legal and operating roles at the U.S. Air Force (Principal Deputy General Counsel), The Away Network/Orbitz (VP Legal and Business Planning), and Shaw Pittman LLP (senior transactional attorney). He holds an A.B. in Government from Harvard University and a J.D. from Stanford Law School . Company performance metrics that drive the incentive plan showed in 2024: SaaS and license revenue rose to $631.2M (10.9% YoY), total revenue to $939.8M (6.6% YoY), net income attributable to common stockholders to $124.1M (51.3% YoY), and adjusted EBITDA to $176.2M (from $154.0M), with SaaS and license revenue and adjusted EBITDA used in the executive bonus plan .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• 2024 cash bonus plan design and outcome | Metric | Plan mechanics | 2024 Achievement | Payout impact | |---|---|---|---| | SaaS & license revenue | +/-2% payout change for each 1% over/under target (Tier 1) | +0.2% vs target | No increase | | Adjusted EBITDA | +/-0.5% increase or -1% decrease per 1% over/under (Tier 2), applied to Tier 1 result | +8.4% vs target | +4.2% payout increase | | Overall payout (Ramos) | With individual/discretion (Tier 3), capped at 150% | Company indicated ~91.2%–94.3% range; Ramos at 91.2% | 91.2% of target |

• Multi-year equity grants | Grant Type | Grant Date | Shares | Grant-Date Fair Value ($) | Strike ($) | Expiration | Vesting terms | |---|---|---|---|---|---|---| | RSU (Annual) | 5/22/2024 | 14,000 | 938,280 | — | — | Time-based; company uses five-year vesting schedules | | Stock Options (Annual) | 5/22/2024 | 14,000 | 414,047 | 67.02 | 5/21/2034 | Time-based; company uses five-year vesting schedules | | RSU (Annual) | 5/22/2023 | 14,000 | 721,000 | — | — | Time-based; five-year program | | Stock Options (Annual) | 5/22/2023 | 14,000 | 312,236 | 51.50 | 5/21/2033 | Time-based; five-year program |

• 2024 realized equity activity (selling pressure signals) | Item | 2024 Activity | |---|---| | Options exercised | 9,500 options; $198,708 value realized | | RSUs vested | 12,600 shares; $879,141 value realized |

Notes on vesting: Company emphasizes longer-than-peer five-year vesting; many option awards vest in 60 equal monthly installments (examples: 2022 grants begin 6/1/2022; 2021 grants begin 6/1/2021) .

Equity Ownership & Alignment

• Beneficial ownership | Holder | Shares beneficially owned | Percent of shares outstanding | |---|---|---| | Daniel Ramos | 39,701 (as of Mar 31, 2025) | <1% (“*” in proxy) |

• Outstanding equity awards (as of 12/31/2024) | Grant date | Award | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Unvested RSUs (#) | RSU market value ($) | |---|---|---:|---:|---:|---|---:|---:| | 5/22/2024 | Stock Options | 1,633 | 12,367 | 67.02 | 5/21/2034 | — | — | | 5/22/2024 | RSUs | — | — | — | — | 14,000 | 851,200 | | 5/22/2023 | Stock Options | 2,333 | 9,567 | 51.50 | 5/21/2033 | — | — | | 5/22/2023 | RSUs | — | — | — | — | 11,200 | 680,960 | | 5/15/2022 | Stock Options | 2,333 | 6,767 | 59.10 | 5/14/2032 | — | — | | 5/15/2022 | RSUs | — | — | — | — | 8,400 | 510,720 | | 5/15/2021 | Stock Options | 8,958 | 3,542 | 82.51 | 5/14/2031 | — | — | | 5/15/2021 | RSUs | — | — | — | — | 5,000 | 304,000 | | 4/1/2020 | Stock Options | 833 | 834 | 37.94 | 3/31/2030 | — | — | | 4/1/2020 | RSUs | — | — | — | — | 2,500 | 152,000 | | 4/1/2019 | Stock Options | 4,834 | — | 65.03 | 3/31/2029 | — | — |

• Pledging/Hedging policy: Company prohibits short sales, hedging, and pledging of company stock for all executives; directors/officers cannot pledge as collateral or hold in margin accounts (alignment positive; reduces downside-hedging risk) .

Employment Terms

• Employment status and agreement structure: Executive officers have offer letters providing at-will employment, with eligibility for benefits and equity awards .
• Severance provisions: Ramos is not entitled to company-provided severance upon termination; benefits limited to general equity plan terms .
• Change-in-control (CIC) economics: Ramos has no CIC cash benefits; only plan-level equity treatment applies (contrast: CEO has limited pro rata vesting on specified grants) .
• Clawback: Revised Dodd-Frank compliant clawback adopted on Dec 1, 2023; recoups erroneously awarded incentive comp on restatements .
• Insider trading controls: Strict insider trading policy with blackout/pre-clearance; bans hedging/pledging as noted above .

Compensation Structure Analysis

• Mix and risk: For 2024, average of 81% of non-CEO NEO target total compensation was performance-based (cash bonus + equity), emphasizing at-risk pay; equity vests over five years to prioritize long-term alignment and retention .
• Annual equity structure: 2024 NEO equity split for Ramos peers was ~31% options / 69% RSUs; 2023 split for Ramos was ~30% options / 70% RSUs, indicating sustained use of RSUs alongside options (lower downside risk vs options alone) .
• Bonuses tied to operational metrics: Executive bonus plans use SaaS & license revenue and adjusted EBITDA with formulaic adjustments; 2024 payouts came in below target (Ramos 91.2%), after above-target 2023 payouts (108.4%), demonstrating pay variability with performance .
• Governance features: No excise tax gross-ups; minimal perquisites; active stockholder engagement; 2024 say-on-pay support at 90% .

Company Performance Context (Compensation Relevance)

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: 90% support; Compensation Committee retained core design and continues ongoing engagement with top holders .

Investment Implications

• Alignment and incentives: Ramos’ cash bonus ties to SaaS & license revenue and adjusted EBITDA, and 2024 payout was 91.2% of target, aligning variable pay with operational performance trends; five-year equity vesting further anchors long-term alignment and retention .
• Selling pressure signals: 2024 saw 12,600 RSUs vest and 9,500 options exercised by Ramos; while the company can withhold shares for taxes (and has historically paid related withholdings), the five-year vesting cadence smooths supply, limiting acute near-term selling pressure .
• Retention risk vs entrenchment: Absence of cash severance or CIC benefits for Ramos reduces entrenchment but could increase voluntary departure risk; however, meaningful unvested RSUs/options and a long vesting period are strong retention levers .
• Risk controls: Prohibitions on hedging/pledging and a robust clawback mitigate governance red flags often associated with misaligned incentives or downside protection .
• Ownership “skin in the game”: Ramos beneficially owns 39,701 shares (<1%); while not large as a percent of shares outstanding, cumulative unvested equity and long vesting provide ongoing alignment .