Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Board of Directors; Chief Accounting Officer Departures.
Mr. Andrew D. Africk will retire from his position as a member of the Board of
Directors (the "Board") of ADT Inc. (the "Company") effective immediately upon
the completion of the Company's 2022 Annual Meeting of Stockholders which will
be held on May 25, 2022 (the "Annual Meeting"). Mr. Africk currently serves as a
Class II director with a term expiring at the Annual Meeting. The Company will
reduce the size of the Board to eleven at that time.
Mr. David Ryan served as a Class I director on the Board with a term expiring at
the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting").
Pursuant to the terms of a Stockholders Agreement among the Company, Prime
Security Services TopCo Parent, L.P., and the investor set forth therein (the
"Co-Investor"), Mr. Ryan has served on the Board as the designee (the
"Designee") of an affiliate of the Co-Investor. Mr. Ryan's tenure as the
Designee has ended, and he no longer serves on the Board effective April 7,
2022.
On January 10, 2022, the Company announced that in connection with the promotion
of Mr. Zachary Susil, the Company's Controller and Chief Accounting Officer, to
the additional role of Senior Vice President and Chief Financial Officer, ADT
Solar, the Company would undertake a candidate search for a successor to his
responsibilities as Controller and Chief Accounting Officer. On April 7, 2022,
the Company named a successor to Mr. Susil's Controller and Chief Accounting
Officer role effective immediately.
(c) Appointment of Chief Accounting Officer.
On April 7, 2022, the Company appointed Mr. Steven Burzo, age 39, to serve as
its Vice President, Chief Accounting Officer and Controller, effective
immediately. Mr. Burzo has served in roles of increasing responsibility with the
Company since 2014, including his most recent role as Assistant Controller since
June 2018. Prior to serving as Assistant Controller, Mr. Burzo served in various
other accounting roles, including: Director of External Reporting from June 2017
to June 2018; Senior Manager, External Reporting from June 2016 to June 2017;
Manager, External Reporting from October 2015 to June 2016; and Manager of
Technical Accounting from June 2014 to October 2015. Prior to joining the
Company, Mr. Burzo held financial reporting positions at AMC Networks Inc. from
2011 to 2014 and Pall Corporation from 2009 to 2011. Prior to Pall Corporation,
Mr. Burzo worked at KPMG LLP in various audit related roles from 2004 to 2009.
Mr. Burzo is a Certified Public Accountant in the State of New York and received
his degree in accounting from Molloy College.
In his new role, Mr. Burzo will be party to an Indemnification Agreement with
the Company and will receive a base salary of $250,000, with a target incentive
of 50% of base salary, and an annual long term target incentive of $225,000,
together with a one-time sign-on equity grant of restricted stock units in the
amount of $85,000. During 2021, Mr. Burzo's base salary was $203,000, which was
increased to $212,000 on March 27, 2022, and he received bonus compensation for
2021 in the amount of $93,700, which was paid in 2022. In addition, he received
an annual equity grant of restricted stock units in March 2021 having a fair
market value of $125,000, and an annual equity grant of restricted stock units
in March 2022 having a fair market value of $140,000.
There have been no other transactions since the beginning of the Company's last
fiscal year, and there are no currently proposed transactions, in which the
Company was or is to be a participant and in which Mr. Burzo or any member of
his immediate family had or will have any interest, that are required to be
reported under Item 404(a) of Regulation S-K.
(d) Appointment to Board of Directors.
On April 7, 2022, the Board appointed Mr. Benjamin Honig, age 33, as a member of
the Board to serve as a Class I director with a term expiring at the 2024 Annual
Meeting. Mr. Honig is serving as the Designee, effective immediately upon the
departure of Mr. Ryan from the Board, and was designated by an affiliate of
Temasek International (USA) LLC ("Temasek"). Mr. Honig has worked at Temasek, a
global investment company, since 2013, investing in technology, media,
healthcare and business services companies.
Mr. Honig will not receive compensation for his service on the Board and will be
party to the Company's Indemnification Agreement with its directors and
executive officers. Mr. Honig will not serve on any committee of the Board at
this time.
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There have been no transactions since the beginning of the Company's last fiscal
year, and there are no currently proposed transactions, in which the Company was
or is to be a participant and in which Mr. Honig or any member of his immediate
family had or will have any interest, that are required to be reported under
Item 404(a) of Regulation S-K.
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