Simone Wu
Alarm.com HoldingsAbout Simone Wu
Simone Wu, age 60, has served as an independent director of Alarm.com Holdings, Inc. since February 2020. She is Senior Vice President, General Counsel, Corporate Secretary & External Affairs at Choice Hotels International, Inc. (2015–present), and previously served as SVP, General Counsel, Corporate Secretary & Chief Compliance Officer at Choice Hotels (2012–2015). Earlier roles include General Counsel & Corporate Secretary at XO Communications (2006–2012) with prior legal/business roles at AOL and MCI, and an associate at Skadden, Arps. She holds a B.A. in Political Science from the University of Michigan and a J.D. from Columbia University . The Board has affirmatively determined she is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Choice Hotels International, Inc. | SVP, General Counsel, Corporate Secretary & External Affairs | 2015–present | Leads Legal, Public Policy, Risk Management, Corporate Secretary functions |
| Choice Hotels International, Inc. | SVP, General Counsel, Corporate Secretary & Chief Compliance Officer | 2012–2015 | Senior leadership in legal and compliance |
| XO Communications (and affiliates) | General Counsel & Corporate Secretary | 2006–2012 | Corporate governance, regulatory, transactions |
| XO Communications (and affiliates) | Various legal/business roles | 2001–2012 | Telecommunications regulatory and transactional work |
| AOL; MCI | Legal/business roles | Not disclosed | Domestic/international legal/business work |
| Skadden, Arps, Slate, Meagher & Flom | Associate | Not disclosed | Telecommunications regulatory, transactional, privatization matters |
External Roles
| Organization | Position | Public Company Board? | Notes |
|---|---|---|---|
| Choice Hotels International, Inc. | SVP, General Counsel, Corporate Secretary & External Affairs | Not disclosed | Executive role; no external public board roles disclosed in proxy |
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Darius G. Nevin). Not on Audit or Nominating & Corporate Governance committees .
- Independence: Board determined all directors except the CEO (Stephen Trundle) are independent; Simone Wu is independent .
- Attendance: Board met 4 times in 2024; each Board member attended ≥75% of aggregate Board and committee meetings for their service period .
- Engagement: All then-current directors attended the 2024 Annual Meeting in person .
- Leadership structure: Independent Chairman (Timothy McAdam); roles of Chair and CEO are separated to reinforce oversight .
- Compensation Committee Interlocks: None of the Compensation Committee members (including Wu) are current/former Company officers; no executive officer interlocks disclosed .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Cash fees (2024) | $46,875 | Fees earned/paid in cash for Board/committee service in 2024 |
| Board retainer policy | $40,000 (non-employee director); $50,000 (Chair) | Annual board service retainer per policy |
| Committee member retainers | $7,500 (Compensation); $15,000 (Audit); $5,000 (Nominating) | Annual service retainers; Compensation member retainer increased from $5,000 to $7,500 effective Jan 1, 2024 |
| Committee chair retainers | $15,000 (Comp); $20,000 (Audit); $10,000 (Nominating) | Annual chair service retainers; Chair of Board additional $25,000 effective Jan 1, 2024 |
| Meeting fees | None | Cash compensation is retainer-based; no meeting fees disclosed |
Performance Compensation
| Component | Grant Date | Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU award (directors) | Business day after annual meeting | $145,000 grant date fair value | Not disclosed (converted at closing price) | Vests in full immediately before next year’s annual meeting, subject to continuous service | |
| Simone Wu – 2024 stock awards | 2024 | $144,991 (aggregate grant date fair value) | Not disclosed | As per annual award vesting policy | Summary in Director Compensation table |
| Outstanding stock awards (as of 12/31/2024) | — | — | 2,304 RSUs | Unvested as of 12/31/2024 | Options outstanding: 0 |
Performance metrics for director equity are time-based only; no TSR/financial metric gates apply to non-employee director RSUs . Change-in-control: director equity vests fully immediately prior to closing if the director remains in continuous service to that point . Clawback: All awards under the proposed 2025 Equity Incentive Plan will be subject to the Company’s clawback policy; plan contains no tax gross-ups and limits non-employee director compensation (cash+equity) to $325,000 per fiscal year .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed for Wu in the proxy . |
| Compensation Committee Interlocks | — | — | No interlocks; no officers serve reciprocally on other entities’ boards/comp committees . |
Expertise & Qualifications
- Corporate governance, regulatory, M&A, joint ventures, commercial transactions, and IP; senior executive-level legal leadership at Choice Hotels .
- Board skills matrix indicates deep leadership and governance breadth across Board; Wu’s biography emphasizes legal/regulatory/commercial expertise aligned with Compensation Committee responsibilities .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding | Notes |
|---|---|---|---|
| Simone Wu | 7,819 | <1% | Footnote indicates does not include 2,304 unvested RSUs |
| Unvested RSUs | 2,304 | — | Outstanding stock awards as of 12/31/2024 |
| Options (exercisable/unexercisable) | 0 | — | No options outstanding |
| Ownership Guidelines | Lesser of 3x annual cash retainer or 2,500 shares | Compliance | As of March 31, 2025, all non-employee directors except a new 2024 appointee (Harper) are in compliance; implies Wu is compliant |
Pledging/hedging: Company has an Insider Trading Policy; specific hedging/pledging restrictions are not detailed in the proxy .
Governance Assessment
- Strengths: Independent director with senior legal/regulatory expertise; active member of Compensation Committee; independence affirmed; attendance at/above required thresholds; engagement evidenced by signing Compensation Committee Report; director equity subject to clawback under 2025 plan; say-on-pay support strong (90% in 2024), indicating positive investor sentiment toward pay governance .
- Alignment: Balanced director pay mix with majority equity ($144,991 vs $46,875 cash in 2024); compliant with stock ownership guidelines; modest beneficial ownership with ongoing RSU accumulation .
- Potential conflicts: No related-person transactions involving Wu disclosed since Jan 1, 2024; standard indemnification and registration rights pertain to other insiders (affiliates of Trundle and Ramos), not Wu .
- Risk indicators & RED FLAGS: None material disclosed for Wu. Notable practices: single-trigger vesting for director awards upon change-in-control (common but noted); minor tax gross-up observed for another director’s equipment reimbursement, not for Wu; no repricing provisions and annual director comp cap in proposed 2025 plan .