ADT 2010 Annual Report Download - page 19

PROPOSAL NUMBER THREE—ELECTION OF DIRECTORS
Upon the recommendation of the Nominating and Governance Committee, the Board has
nominated for election at the 2011 Annual General Meeting a slate of twelve nominees, consisting of
eleven 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,
Daniels, Donahue, Duperreault, Gordon, Gupta, Krol and Yost, and the new nominee is Mr. Dinesh
Paliwal. 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 (so long as the number of candidates does not exceed
the number of Board positions available). 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 2012 Annual General Meeting.
Current Directors Nominated for Re-Election
Edward D. Breen—Mr. Breen, age 54, 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 was a
director of McLeod USA Incorporated from 2001 to 2005. Mr. Breen currently serves as a director of
Comcast Corporation and is a member of the Advisory Board of New Mountain Capital LLC, a private
equity firm. Mr. Breen’s extensive experience and leadership in the communications and technology
equipment industries, including the cable and broadband industries, and his service as our Chief
Executive Officer since 2002, render him qualified to serve as one of our directors
Michael E. Daniels—Mr. Daniels, age 56, joined our Board in March 2010 and before that served
as a consultant to the Board for a period of six months. He is the Senior Vice President of the Global
Technology Services group of International Business Machines Corporation, a business and IT services
company with operations in more than 160 countries around the world. In his current role at IBM,
Mr. Daniels has worldwide responsibility for IBM’s Global Services business operations in outsourcing
services, integrated technology services, maintenance, and small and medium business services, as well
as for IBM Global Financing. Since joining IBM in 1976, Mr. Daniels has held a number of leadership
positions in sales, marketing, and services, and was general manager of several sales and services
businesses, including IBM’s Sales and Distribution operations in the United States, Canada and Latin
America, its Global Services team in the Asia Pacific region, Product Support Services, Availability
Services, and Systems Solutions. Mr. Daniels is a graduate of the Holy Cross College in Massachusetts
with a degree in political science, and is also a trustee of Holy Cross. He is a member of the board of
directors of The Japan Society, a nonprofit institution that promotes understanding and cooperation
between the U.S. and Japan. Mr. Daniels’ qualifications to serve on our board include his extensive
global business experience with IBM, his sales, marketing and services expertise and his deep
understanding of enterprise technology.
Timothy M. Donahue—Mr. Donahue, age 62, 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 served as President and Chief Executive Officer of Nextel Communications, Inc
from 1999. 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
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