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Stephen Evans

Director at Alarm.com HoldingsAlarm.com Holdings
Board

About Stephen Evans

Rear Admiral (Ret.) Stephen Evans, age 60, is an independent director of Alarm.com Holdings, Inc. (ALRM) who has served on the Board since February 2021. He retired from the U.S. Navy in 2020 after senior command and advisory roles, and holds a B.A. from The Citadel and an M.A. in National Security Affairs from the U.S. Naval War College, with executive education at Harvard, MIT, UVA Darden, and UNC Kenan-Flagler. The Board has affirmatively determined he is independent under Nasdaq listing standards .

Past Roles

OrganizationRoleTenureCommittees/Impact
U.S. NavySpecial Advisor to the Commander, Naval InstallationsMost recent prior to retirement in 2020Senior advisory role on installations and operations
U.S. NavySenior Advisor, Deputy U.S. Military, NATO Military Committee2019–2020International military policy interface
U.S. NavyCommander, George H. W. Bush Carrier Strike Group2017–2019Operational leadership of a carrier strike group
U.S. NavyCommander, Naval Service Training Command2015–2017Training and leadership development across naval service pipelines
U.S. NavySenior Military Assistant to the 75th Secretary of the Navy2013–2015Executive liaison to the Secretary; policy and governmental relations

External Roles

OrganizationRoleTenureCommittees/Impact
Merit Medical Systems, Inc. (public)DirectorSince June 2021Not disclosed in ALRM proxy

Board Governance

  • Committee assignments (2024): Nominating and Corporate Governance Committee member; not on Audit or Compensation .
  • Current committee composition (2024): Nom/Gov chaired by Timothy McAdam; members include Evans and Cecile Harper; met 4 times in 2024 .
  • Independence: Board determined all directors except CEO Stephen Trundle are independent; Evans is independent .
  • Attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
  • Board leadership: Independent Chair (Timothy McAdam) with authority to set agendas and preside over meetings .

Fixed Compensation

YearCash ComponentsAmount ($)Notes
2024Annual Board retainer$40,000Non-employee director policy
2024Nominating & Corporate Governance committee member retainer$5,000Committee member fee (Nom/Gov)
2024Total cash fees earned (Evans)$45,000As reported in Director Compensation table

Policy details:

  • Audit Committee member retainer $15,000; Compensation Committee member retainer $7,500 effective 2024; committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000 .
  • Chair of the Board cash retainer increased to $25,000 effective 2024; not applicable to Evans .

Performance Compensation

Grant TypeStandard Annual Grant Policy2024 Grant Fair Value ($)VestingNotes
RSUs (Annual)Automatic annual RSU on business day following annual meeting$145,000Vests in full the day before the next annual meeting, subject to continued serviceShares calculated using closing price on grant date
Change-in-controlApplies to non-employee director equityOutstanding RSUs granted under policy become fully vested immediately prior to closingFor directors in continuous service until immediately prior to closing
Compensation capAnnual limit on director cash+equity$325,000Plan limit per fiscal year
ClawbackEquity subject to clawback policyCompany clawback applies to awards (2025 Plan)
OptionsNot used for directors in recent yearsNo option awards reported for Evans in 2024

Outstanding stock awards:

  • Evans had 2,304 shares underlying outstanding stock awards as of 12/31/2024; no outstanding options .

Director compensation (2024 reported):

ComponentAmount ($)
Cash Fees (Evans)$45,000
Stock Awards (RSUs)$144,991 (grant-date fair value)
All Other Compensation$0
Total$189,991

Other Directorships & Interlocks

CompanyIndustry Relation to ALRMInterlock/Conflict Notes
Merit Medical Systems, Inc.Medical devices; not an ALRM competitorNo related-party transactions or interlocks disclosed in ALRM proxy related to Evans

Expertise & Qualifications

  • Cyber defense, national security, public policy, governmental relations, and leadership development .
  • Global leadership experience with international perspective (NATO advisory role; carrier strike group command) .

Equity Ownership

HolderBeneficial SharesAs-of DateNotes
Stephen Evans3,463March 31, 2025Does not include 2,304 shares underlying unvested RSUs
Stephen Evans3,251March 31, 2024Prior year reference

Ownership alignment:

  • Stock ownership guidelines for non-employee directors: lesser of 3× annual cash retainer or 2,500 shares; compliance expected within 5 years .
  • As of March 31, 2025, all non-employee directors were in compliance except newly appointed Cecile Harper (phase-in until 2029); Evans is in compliance .
  • Hedging and pledging of company stock are prohibited by insider trading policy, strengthening alignment .

Governance Assessment

  • Strengths:

    • Clear independence and service on Nominating & Corporate Governance Committee; Board-level risk oversight structure in place; Evans contributes to ESG and succession oversight via Nom/Gov charter .
    • Good attendance (≥75%) and limited cash fees; equity compensation is time-based RSUs with annual vesting; no options or perquisites reported for Evans .
    • Ownership guidelines and anti-hedging/anti-pledging policies; clawback applicability to equity under 2025 Plan enhance investor alignment and accountability .
  • Potential conflicts/related-party exposure:

    • ALRM’s Related Person Transactions policy requires Audit Committee review; no related-person transactions above $120,000 disclosed, and none noted involving Evans in the proxy .
  • Shareholder sentiment signals:

    • Say-on-pay support remained strong (90% approval in 2024), indicating overall confidence in compensation governance framework, indirectly supportive of board oversight quality .
  • Red flags:

    • None material identified for Evans. No tax gross-ups in equity plan; no hedging/pledging; no options repricing; no related-party transactions disclosed .