Timothy Whall
Alarm.com HoldingsAbout Timothy J. Whall
Independent director since August 2021; age 63. Former CEO of ADT Inc. (2016–2018) and Protection One, Inc. (2010–2017), with extensive security industry leadership, M&A execution, and public company reporting experience. B.A. in Personnel Management from Michigan State University. Designated by the Board as an Audit Committee financial expert; Board has affirmed his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADT Inc. | Chief Executive Officer; Director | CEO: May 2016–Nov 2018; Director: May 2016–Oct 2019 | Led large-scale operations and industry consolidation; public-company oversight |
| ADT Inc. | President | May 2016–Sept 2017 | Senior leadership over core operations |
| Protection One, Inc. | President, CEO, Director | Jun 2010–Mar 2017 | Led turnaround and growth in security monitoring; public reporting experience |
| Prime Borrower | President | Jul 2015–Mar 2018 | Corporate leadership role |
| SecurityLink, GTCR, ADT, Honeywell, Stanleyworks | Various roles | 1990–2010 | Broad industry operating experience |
External Roles
| Company | Role | Status | Dates |
|---|---|---|---|
| ADT Inc. | Director | Ended | May 2016–Oct 2019 |
Board Governance
- Committee memberships: Audit Committee member (Audit chair: Donald Clarke); Compensation and Nominating committees: not a member .
- Audit Committee financial expert designation (with Clarke and Nevin) .
- Independence: Board determined all directors except the CEO are independent; Whall is independent .
- Attendance: Board met 4 times in 2024; each member attended ≥75% of Board and applicable committees; all directors attended the 2024 Annual Meeting in person .
- Years of service on ALRM Board: Since August 2021 .
- Board leadership: Independent Chairman (Timothy McAdam) and separation of Chair/CEO roles .
- Executive sessions: Compensation Committee meets regularly in executive session; committee chairs report material risks to the Board .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | 55,000 | Reflects $40,000 annual Board retainer plus $15,000 Audit Committee member retainer under policy |
| Annual Board retainer (policy) | 40,000 | Non-employee directors (Chairman receives $50,000) |
| Audit Committee member retainer (policy) | 15,000 | Annual service retainer for members |
| Compensation Committee member retainer (policy) | 7,500 | Effective Jan 1, 2024 (increase from $5,000) |
| Nominating & Corporate Governance member retainer (policy) | 5,000 | Annual service retainer for members |
| Committee chair fees (policy) | Audit: 20,000; Compensation: 15,000; Nominating: 10,000 | Paid to chairs; Whall is not a chair |
Performance Compensation
| Equity Element | Grant Value ($) | Shares | Vesting | Change-in-Control |
|---|---|---|---|---|
| Annual RSU grant (2024) | 144,991 | 2,304 (outstanding as of 12/31/2024) | Vests in full on the day immediately preceding the next annual meeting, subject to continued service | |
| Non-Employee Director annual equity policy | 145,000 (grant-date fair value target) | Converted based on closing price on grant date | Annual award on business day following annual meeting | |
| Equity award treatment on change-in-control (director policy) | — | — | Director awards vest fully immediately prior to closing if in continuous service | |
| Clawback policy | — | — | Company-wide clawback (Dec 1, 2023) applies to erroneously awarded incentive compensation; equity awards under plans subject to clawback | |
| Plan guardrails | — | — | No repricing without shareholder approval; no tax gross-ups; independent committee administration; annual director cap $325,000 |
No performance metrics apply to director equity grants; they are time-based under ALRM’s director compensation policy .
Other Directorships & Interlocks
| Relationship | Details | Relevance |
|---|---|---|
| Prior ADT Inc. directorship | Director through Oct 2019 | Historical role; no current interlock disclosed |
| Shared industry history | Whall (Protection One CEO 2010–2017); Nevin (Protection One CFO 2001–2010) | Network ties in same industry; not a related-party transaction |
Expertise & Qualifications
- Security industry leadership, M&A and public company reporting (CEO/Director roles at ADT and Protection One) .
- Audit Committee financial expert designation by the Board .
- Legal/compliance environment: Board follows robust governance guidelines and insider trading policy (including anti-hedging/pledging) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 6,368 (less than 1%) |
| Unvested RSUs outstanding (as of 12/31/2024) | 2,304 |
| Options | None disclosed for Whall |
| Ownership guidelines (directors) | Lesser of 3x cash retainer or 2,500 shares; all non-employee directors except Harper were in compliance as of 3/31/2025 (Harper within phase-in window) |
| Pledging/Hedging | Prohibited under insider trading policy |
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; consistent attendance; equity-based compensation aligned with shareholder value; anti-hedging/pledging and clawback policies; independent Chair; strong say-on-pay support (90% in 2024), indicating positive investor sentiment toward compensation governance .
- Compensation mix: 2024 cash fees $55,000 and RSU grant $144,991; policy targets $145,000 annual RSU; vesting tied to continued service, with full vesting on change-in-control—standard market terms and capped director compensation under plan .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Whall; registration rights noted for entities affiliated with other executives (not Whall) .
- RED FLAGS: None specific to Whall identified in ALRM’s proxy. Note one director (Nevin) received an equipment-related reimbursement including a tax gross-up; Whall did not receive such perquisites . Continuous monitoring warranted for industry interlocks due to prior overlapping organizations, though no current conflicts are disclosed .