ADT 2008 Annual Report Download - page 34

PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS
Upon the recommendation of the Nominating and Governance Committee, the Board has
nominated for election at the 2009 Annual General Meeting a slate of 11 nominees, consisting of 10
individuals who are currently serving on the Board and one new nominee. The nominees who are
currently serving on the Board are Ms. Wijnberg, Drs. O’Neill and Stavropoulos and Messrs. Breen,
Donahue, Duperreault, Gordon, Gupta, Krol and York, and the new nominee is Mr. David Yost.
Biographical information regarding each of the nominees is set forth below. The election of Directors
will take place at the Annual General Meeting. Election of each Director requires the affirmative vote
of a majority of the votes cast by the holders of common shares represented at the Annual General
Meeting in person or by proxy. Shareholders are entitled to one vote per share for each of the
Directors to be elected. Tyco is not aware of any reason why any of the nominees will not be able to
serve if elected. Each of the Directors elected will serve until the 2010 Annual General Meeting and
until their successors, if any, are elected and qualified. The Nominating and Governance Committee
has not nominated Admiral Dennis Blair, a current Board member, for election at the 2009 Annual
General Meeting because Admiral Blair has been nominated by U.S. President-elect Barack Obama to
serve as the Director of National Intelligence in his administration. If he is confirmed, we expect
Admiral Blair will tender his resignation from our Board effective at the time of confirmation. The
Board wishes to thank Admiral Blair for his significant contributions to Tyco during his six years of
service on the Board.
Current Directors Nominated for Re-Election
Edward D. Breen—Mr. Breen, age 52, has been our Chairman and Chief Executive Officer since
July 2002. Prior to joining Tyco, Mr. Breen was President and Chief Operating Officer of Motorola
from January 2002 to July 2002; Executive Vice President and President of Motorola’s Networks Sector
from January 2001 to January 2002; Executive Vice President and President of Motorola’s Broadband
Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive
Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to
December 1997, President of General Instrument’s Broadband Networks Group. Mr. Breen also serves
as a director of Comcast Corporation and is a member of the Advisory Board of New Mountain
Capital LLC, a private equity firm.
Timothy M. Donahue—Mr. Donahue, age 60, joined our Board in March 2008. Prior to his
retirement, Mr. Donahue was Executive Chairman of Sprint Nextel Corporation from August 2005 to
December 2006. He previously served as president and chief executive officer of Nextel
Communications, Inc. He began his career with Nextel in January 1996 as president and chief operating
officer. Before joining Nextel, Mr. Donahue served as northeast regional president for AT&T Wireless
Services operations from 1991 to 1996. Prior to that, he served as president for McCaw Cellular’s
paging division in 1986 and was named McCaw’s president for the U.S. central region in 1989. He is
also a director of the Eastman Kodak Company, Covidien Ltd. and NVR Inc. Mr. Donahue is a
graduate of John Carroll University, with a BA degree in English Literature.
Brian Duperreault—Mr. Duperreault, age 61, joined our Board in March 2004. Mr. Duperreault
has served as President, Chief Executive Officer and director of Marsh & McLennan Companies, Inc.
since January 2008. Previously he served as Chairman of ACE Limited, an international provider of a
broad range of insurance and reinsurance products, from October 1994 to May 2007. He served as
Chief Executive Officer of ACE Limited from October 1994 through May 2004, and as its President
from October 1994 through November 1999. Prior to joining ACE, Mr. Duperreault had been
employed with American Insurance Group (‘‘AIG’’) since 1973 and served in various senior executive
positions with AIG and its affiliates from 1978 until September 1994, most recently as Executive Vice
President, Foreign General Insurance and, concurrently, as Chairman and Chief Executive Officer of
American International Underwriters Inc. (‘‘AIU’’) from April 1994 to September 1994.
2009 Proxy Statement 17