Donald Clarke
Alarm.com HoldingsAbout Donald Clarke
Donald Clarke, age 66, has served as an independent director of Alarm.com since May 2014. He is an Audit Committee “financial expert,” a member of the American Institute of CPAs, and holds a B.S. in Accounting from Virginia Tech. His executive background includes CFO roles at Plex Systems (2014–2021) and Eloqua (2008–2013), and interim CEO at Plex (Oct 2017–Nov 2018), with deep expertise in operations, strategy, accounting, and financial management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plex Systems, Inc. | Chief Financial Officer | Jan 2014–Dec 2021 | Led finance; interim CEO Oct 2017–Nov 2018 |
| Plex Systems, Inc. | Interim Chief Executive Officer | Oct 2017–Nov 2018 | Operational leadership during transition |
| Eloqua, Inc. | Chief Financial Officer | Mar 2008–Mar 2013 | Public-company CFO experience |
| Various technology companies | CFO or President | Prior to 2008 | Senior leadership roles, including public companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BigCommerce Holdings, Inc. (BIGC) | Director | Since Dec 2016 | Audit Committee Chair; Compensation Committee member (2025); Audit held 5 meetings in 2024 |
Board Governance
- Committee assignments (Alarm.com): Audit Committee Chair; committee composed of Clarke (Chairman), Nevin, Whall; all members independent under Nasdaq and Rule 10A-3; all three qualify as audit committee financial experts .
- Committee meetings (2024): Audit 4; Compensation 5; Nominating & Corporate Governance 4 .
- Independence: Board determined all directors except CEO Stephen Trundle are independent; Board has an independent Chair (Timothy McAdam) .
- Attendance: Board met four times in 2023; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting in person .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Audit Committee meetings | 4 | 4 |
| Board meeting attendance disclosure | ≥75% for each director | All directors attended annual meeting |
Fixed Compensation
| Metric (USD) | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $60,000 | $60,000 | $60,000 |
| All Other Compensation | — | $18,847 (Alarm.com system reimbursement incl. $8,057 tax gross‑up) | — |
| Total Cash & Other | $60,000 | $78,847 | $60,000 |
Non-employee director cash policy (effective Jan 1, 2024): Board retainer $40,000; Audit Committee member retainer $15,000; Audit Committee Chair retainer $20,000; quarterly payments in arrears .
Performance Compensation
- Alarm.com provides annual director equity as time-based RSUs; no director PSUs or performance metrics are used for directors (performance metrics disclosed relate to NEOs only: SaaS & license revenue; Adjusted EBITDA) .
- Annual Award: RSU grant on business day following annual meeting; grant date fair value $145,000 converted to shares at closing price; vests in full on day immediately preceding next annual meeting, subject to continuous service .
- Change-in-control: Outstanding director equity granted under policy fully vests immediately prior to closing of a change in control .
| Director Equity Award Policy | FY 2024 | FY 2025 |
|---|---|---|
| Annual RSU grant fair value | $145,000 | $145,000 |
| Vesting schedule | Full vest day before next annual meeting | Full vest day before next annual meeting |
| Change-in-control vesting | Immediate full vest prior to closing | Immediate full vest prior to closing |
Other Directorships & Interlocks
| Company | Overlap Type | Role/Committee | Potential Conflict Notes |
|---|---|---|---|
| BigCommerce Holdings, Inc. | External public board | Audit Chair; Compensation member (2025) | No Alarm.com disclosure of transactions >$120k with directors; no identified related-party interlock with ALRM ecosystem |
Expertise & Qualifications
- Audit committee financial expert; extensive CFO leadership at public and private tech companies; AICPA member; BS in Accounting (Virginia Tech) .
- Board cites Clarke’s qualifications in operations, strategy, accounting, financial management; supports role on Board and as Audit Chair .
Equity Ownership
| Ownership Metric | As of Mar 31, 2023 | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|---|
| Beneficially owned shares | 22,091; <1% (“*”) | 24,317; <1% (“*”) | 27,154; <1% (“*”) |
| Unvested RSUs outstanding (at YE) | 2,837 (12/31/2023) | 2,304 (12/31/2024) | Footnote indicates 2,304 unvested not included |
| Ownership guideline compliance | In compliance (non-employee directors generally; exceptions noted for newly appointed director) | In compliance (exceptions only for newer directors) | In compliance (Ms. Harper excepted due to phase-in) |
Breakdown (Mar 31, 2025): Direct 10,139 shares; plus six irrevocable family trusts (1,899 shares each); plus Donald E. Clarke Irrevocable Trust 7,520 shares; excludes 2,304 unvested RSUs .
Non-employee director stock ownership guideline: accumulate value equal to lesser of 3× annual cash retainer or 2,500 shares within five years; unvested RSUs/options excluded from compliance measurement .
Say‑on‑Pay & Shareholder Feedback
| Vote Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Election of Donald Clarke – For | 40,794,006 | 41,649,335 | 41,521,055 |
| Election of Donald Clarke – Against | 354,696 | 173,896 | 467,683 |
| Election of Donald Clarke – Abstain | 17,617 | 16,329 | 104,785 |
| Broker Non‑Votes | 4,367,858 | 5,181,277 | 5,011,845 |
| Advisory Say‑on‑Pay – For | 37,962,496 | 37,050,961 | 39,736,667 |
| Advisory Say‑on‑Pay – Against | 3,174,512 | 4,756,093 | 2,235,050 |
| Advisory Say‑on‑Pay – Abstain | 29,311 | 29,324 | 121,806 |
| Broker Non‑Votes (Say‑on‑Pay) | 4,367,858 | 5,184,459 | 5,011,845 |
Related Party Transactions
- Policy: Audit Committee reviews and approves/ratifies related person transactions >$120,000; evaluates independence impacts and market terms .
- Disclosures: No related person transactions >$120,000 since Jan 1, 2024 (other than compensation) .
- Perquisites: In 2023, Clarke received Alarm.com security system equipment reimbursement, including tax gross‑up ($18,847 total; $8,057 gross‑up) . In 2024, Clarke had no “All Other Compensation”; in 2024, director Nevin had reimbursement with tax gross‑up ($4,786 total; $1,771 gross‑up) .
Fixed Compensation (Equity)
| Metric (USD) | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards (grant-date fair value) | $144,997 | $144,971 | $144,991 |
| Stock Awards outstanding (# at YE) | 1,787 (12/31/2021) | 2,837 (12/31/2023) | 2,304 (12/31/2024) |
| Total Director Compensation (Cash + Equity + Other) | $204,997 | $223,818 | $204,991 |
Governance Assessment
- Strengths: Long-tenured independent director with deep public-company CFO experience; Audit Committee Chair and SEC-defined financial expert; consistent attendance and shareholder support in director elections; director equity is time-based RSUs, aligning with tenure rather than short-term metrics; ownership guideline compliance supports alignment .
- Considerations: Change-in-control immediate vesting for director equity can reduce retention incentives post-transaction; 2023 perquisite reimbursement with tax gross‑up is a shareholder‑unfriendly practice in some governance frameworks, though infrequent and not repeated in 2024 for Clarke .
- Independence & conflicts: Board affirms independence; no related-party transactions >$120k disclosed involving Clarke; external board seat at BigCommerce appears non-conflicting with Alarm.com’s business; Audit Committee retains oversight of related persons policy .
RED FLAGS
- Tax gross‑up on director perquisite in 2023 ($8,057 gross‑up within $18,847 total) .
- Immediate vesting of director equity on change‑in‑control (common, but can be viewed as less performance‑linked) .
Positive Signals
- Strong Audit Committee leadership and financial expertise designation .
- Consistent majority support in director elections and say‑on‑pay votes .
- Compliance with stock ownership guidelines fosters alignment .