Timothy McAdam

About Timothy McAdam

Timothy McAdam, age 56, is the independent Chairman of Alarm.com’s Board (Chair since April 2015; director since July 2012). He is a General Partner at Technology Crossover Ventures (TCV) with a technology investing career dating back to 1991, and holds a B.A. in Classics from Dartmouth College and an M.B.A. from Stanford Graduate School of Business . The Board has affirmatively determined McAdam is independent under Nasdaq rules, and Alarm.com maintains a leadership structure with an independent Chair to enhance objective oversight of management .

Past Roles

External Roles

No public-company directorships or disclosed interlocks with ALRM suppliers/customers were identified in the proxy .

Board Governance

• Independence: All directors except the CEO (Stephen Trundle) are independent under Nasdaq standards; McAdam is independent .
• Board leadership: Independent Chair (McAdam) with authority to set agendas, preside over meetings (including independent director sessions), and coordinate risk oversight .
• Attendance: The Board met four times in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting in person .
• Committees (2024 meetings shown):
  • Compensation Committee: McAdam member; 5 meetings .
  • Nominating & Corporate Governance Committee: McAdam Chair; 4 meetings .
  • Audit Committee: McAdam not a member; 4 meetings .
• Nominating & Corporate Governance scope: Director selection and evaluation, committee structure, Board assessment, ESG oversight, and succession planning; all members are independent .

Fixed Compensation

• Policy: Non-employee directors receive cash and equity; Board updated director compensation in Sept 2023 effective Jan 1, 2024, with Compensia advising and benchmarking against ALRM’s executive compensation peer group .
• Cash components (policy):
  • Board service retainer: $40,000 for directors; $50,000 for the Chairman (McAdam) .
  • Committee member retainers: Audit $15,000; Compensation $7,500 (increased from $5,000); Nominating & Corporate Governance $7,500 (increased from $5,000) .
  • Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000 .
  • Additional Chair of the Board retainer increased from $10,000 to $25,000 (effective Jan 1, 2024) .

Cash retainer is paid quarterly in arrears; pro-rating applies for mid-quarter appointments .

Performance Compensation

• Equity awards: ALRM grants annual RSUs to non-employee directors; grant date fair value targeted at $145,000, converted into shares using the closing price on date of grant; vest in full immediately before the next annual meeting if continuous service is maintained . RSUs accelerate to fully vested immediately prior to closing of a change in control if the director remains in service until that time .
• 2024 grant value (reported fair value): $144,991 for McAdam (ASC 718) .
• Equity plan guardrail: Under the 2025 Equity Incentive Plan, non-employee director total annual compensation (cash fees + equity grant date fair value) cannot exceed $325,000, excluding dividend equivalents from prior-year grants .

Company incentive metrics context (applies to NEOs, not directors): SaaS & license revenue and Adjusted EBITDA are the most important financial performance measures linking pay to performance for 2024 . Directors are not subject to performance-based equity at ALRM; awards are time-based RSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Technology investor and company builder with decades in growth equity/venture capital; specific expertise in technology, leadership, and M&A, as noted by the Board in supporting his nomination .
• Board believes his experience qualifies him for continued Board service .

Equity Ownership

• Beneficial ownership as of March 31, 2025: 102,802 shares; percent reported as “*” (<1%) based on 49,679,679 shares outstanding .
• Outstanding director equity positions (as of Dec 31, 2024): Stock awards 2,304; options: none for McAdam .
• Ownership guidelines: Non-employee directors must hold the lesser of 3x their annual cash retainer or 2,500 shares; unvested RSUs and unexercised options do not count. As of March 31, 2025, all non-employee directors were compliant except Ms. Harper (appointed May 16, 2024 and within phase-in window) .

Insider Trades (Section 16)

Additional Section 16 filings are listed on ALRM’s IR site; the specific Nov 14, 2025 Form 4 is available for download (details beyond the scope of McAdam’s June filings above) .

Governance Assessment

• Board effectiveness: McAdam’s independent Chair role and committee leadership (Nominating & Corporate Governance Chair; Compensation member) strengthen governance oversight, agenda control, and succession planning/ESG oversight .
• Alignment and incentives: Director equity is time-based RSUs with annual grant value near $145k and change-in-control acceleration—typical market practice; equity plus cash remains below the $325k cap under the 2025 plan, limiting pay inflation risk .
• Independence and conflicts: No related-party transactions >$120k involving directors were disclosed for 2024+, and Board independence standards are met across committees .
• Attendance and engagement: ≥75% attendance for all directors across Board/committee meetings; McAdam attended the Annual Meeting with all directors .
• RED FLAGS:
  • Change-in-control acceleration for director RSUs can be seen as entrenching, but it is broadly standard; oversight remains with independent committees .
  • A tax gross-up was disclosed for a different director’s reimbursed equipment expense (not McAdam), signaling attentiveness for perquisite governance; no similar gross-ups disclosed for McAdam .

Overall signal: Independent leadership, strong committee engagement, compliance with ownership guidelines, and absence of related-party exposure support investor confidence in McAdam’s governance posture .