Darius Nevin
Alarm.com HoldingsAbout Darius G. Nevin
Independent director of Alarm.com Holdings, Inc. since April 2016; age 67. He is an audit committee financial expert and chairs the Compensation Committee. Education: A.B., Harvard College; M.B.A., University of Chicago Booth School of Business. Background includes CFO of Protection One (public security monitoring) and multiple board roles in security/technology and governance-focused committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Protection One, Inc. | Chief Financial Officer | 2001–June 2010 | Led operating and financing strategies; public company financial reporting |
| WCI Communities, Inc. | Director; Audit Committee Chair | July 2013–Feb 2017 | Chaired audit until company’s acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G3 Capital Partners, LLC | Member | Since Oct 2010 | Advises PE in security, telecom, recurring services |
| G3 Investment Holdings, LLC | Member | N/A | Co-owner; investment vehicle |
| Psychemedics Corporation (PMDI) | Director; Board Chair; Audit Chair; Nominating & Governance member | Since Aug 2022 | Leads board and audit oversight |
| AstroNova, Inc. | Director; Audit Committee; Human Capital & Compensation Committee | Appointed Apr 2025 | Governance and financial oversight |
| Cohealo Inc. (private) | Investor & Director | N/A | Operational efficiency focus in health systems |
Board Governance
- Independence: Board determined all directors except CEO are independent; Nevin is independent .
- Committee assignments: Audit Committee member (financial expert); Compensation Committee Chair; not on Nominating & Corporate Governance .
- Attendance/engagement: Board met 4 times in 2024; all directors attended ≥75% of aggregate Board/committee meetings; all then-current directors attended the 2024 Annual Meeting in person .
- Board leadership: Independent Chair (Timothy McAdam) separates oversight from management .
- Executive sessions: Compensation Committee meets regularly in executive session; uses independent consultant (Compensia) with no conflicts identified .
| Committee | Nevin’s Role | 2024 Meetings |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 4 |
| Compensation | Chair | 5 |
| Nominating & Corporate Governance | Not a member | 4 |
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Cash fees (total) | $70,000 | Board retainer $40,000; Audit member $15,000; Compensation Chair $15,000 |
| All other compensation | $4,786 | Reimbursed Alarm.com security system equipment incl. tax gross-up $1,771 |
Performance Compensation
| Equity Element | 2024 Detail | Vesting/Terms |
|---|---|---|
| Annual RSU grant (fair value) | $144,991 | Annual award policy targets $145,000 grant-date fair value; vests in full the day before next annual meeting if continuous service |
| RSUs outstanding (12/31/24) | 2,304 shares | Unvested RSUs reported (director awards) |
| Options outstanding | 36,000 shares | All such director options are fully vested (as-of 12/31/24) |
| Non-employee director comp cap | $325,000 | Annual cash+equity cap in the 2025 Equity Plan |
| Clawback | Applicable | All awards subject to company clawback policy |
Performance metric usage: Alarm.com’s incentive metrics (SaaS & license revenue; Adjusted EBITDA) apply to executive bonuses, not director compensation .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| Psychemedics (PMDI) | Testing/Diagnostics | Board Chair; Audit Chair | Not an ALRM competitor/supplier; governance expertise |
| AstroNova | Data Visualization | Director; Audit; Human Capital & Comp | Technology hardware/software; no disclosed ALRM linkage |
| Cohealo (private) | Health-tech | Investor & Director | Private company; no disclosed ALRM linkage |
| Protection One (prior) | Security monitoring | Former CFO | Relevant industry background; prior role (not current) |
| WCI Communities (prior) | Homebuilding | Director; Audit Chair | Prior board; no current linkage |
Expertise & Qualifications
- Audit committee financial expert designation; deep finance and public-company reporting experience .
- Senior operating background (CFO) in security monitoring; advising PE across security/telecom/recurring services .
- Extensive governance experience (chairs compensation at ALRM; chairs audit/board at Psychemedics; audit/human capital & comp at AstroNova) .
- Education: A.B. (Harvard); M.B.A. (Chicago Booth) .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 58,061 shares | Includes direct, options exercisable within 60 days, and G3 Investment Holdings LLC |
| Ownership as % of SO | <1% | As reported (“*” less than 1%) |
| Direct shares | 19,561 | Held by Nevin |
| Options (exercisable ≤60 days) | 36,000 | Fully vested; exercisable |
| Indirect (G3 Investment Holdings LLC) | 2,500 | Co-owner; shared voting/dispositive control |
| Unvested RSUs (director) | 2,304 | As of 12/31/2024 |
| Stock ownership guidelines | Lesser of 3× annual cash retainer or 2,500 shares | All non-employee directors in compliance as of 3/31/2025 except Ms. Harper (phase-in) |
| Shares pledged | Not disclosed | No pledging disclosure in proxy |
Governance Assessment
- Strengths: Independent director; audit committee financial expert; chairs Compensation Committee; uses independent consultant (Compensia) with independence assessed; no compensation committee interlocks; related person transactions screened by policy; no related transactions >$120k disclosed; strong shareholder support on executive say‑on‑pay (90% approval in 2024) .
- Alignment: Meaningful equity holdings, annual RSU grants, and compliance with director stock ownership guidelines; director awards subject to clawback policy .
- Board effectiveness: Active committee roles (Audit member; Compensation Chair) and attendance thresholds met; independent chair enhances oversight .
- RED FLAGS (minor): Tax gross-up on reimbursed security system equipment ($1,771 included in $4,786 “all other compensation”); while small, tax gross-ups are typically viewed as shareholder-unfriendly. Note: the new 2025 equity plan explicitly prohibits tax gross‑ups, which mitigates future equity-related gross‑up risk .
Overall signal: Nevin’s financial expertise and committee leadership support governance quality; limited perquisite gross-up is a small negative but outweighed by strong independence, oversight roles, and equity-aligned incentives .