ADT 2013 Annual Report Download - page 28

PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS
PROPOSAL NUMBER ONE—ELECTION OF
DIRECTORS
Upon the recommendation of the Nominating and Governance
Committee, the Board of Directors has nominated for election at the
2014 Annual Meeting a slate of eight nominees, all of whom are
currently serving on the Board. The nominees are Mses. Heller and
Hyle and Messrs. Colligan, Daly, Donahue, Dutkowsky, Gordon and
Gursahaney. On January 8, 2014, Mr. Paliwal notified the Board of
Directors of his decision not to stand for re-election as a director and
to resign from the Board of Directors, effective at the end of his
current term, which expires at the 2014 Annual Meeting. Upon the
recommendation of the Nominating and Governance Committee, on
January 9, 2014, the Board of Directors appointed Mr. Daly to the
Company’s Board for a term expiring at the 2014 Annual Meeting, or
until his earlier resignation or removal, and to the Board’s
Compensation Committee.
Biographical information regarding each of the nominees is set forth
below. Election of each director nominee requires the affirmative vote
of a majority of the votes cast at the 2014 Annual Meeting.
Stockholders are entitled to one vote per share for each of the
Directors to be elected. ADT is not aware of any reason why any of
the director nominees will not be able to serve if elected. Director
nominees shall hold office until the next annual meeting of
stockholders and until his or her successor is elected and qualified,
subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
Current Directors Nominated for Re-Election
Thomas Colligan (age 69)—Mr. Colligan has been a member of
our Board of Directors since September 2012. Mr. Colligan served as
Vice Dean of the Wharton School’s Aresty Institute of Executive
Education at the University of Pennsylvania, where he was
responsible for the non-degree executive education programs from
July 2007 until his retirement in June 2010. Prior to that he was a
managing director at Duke Corporate Education for two years. From
2001 to 2004, Mr. Colligan was Vice Chairman of
PricewaterhouseCoopers LLP (“PwC”) and he served PwC in other
capacities, including Partner, from 1969 to 2004. Mr. Colligan has
been a director of Targus, a private company, from 2010. He
previously served on the boards of Schering Plough Corporation from
2005 to 2009; Educational Management Corporation from 2006 to
2007; Anesiva, Inc. from 2004 to 2008; CNH Global from 2010 to
2013; and Office Depot from 2010 to 2013. Mr. Colligan has a
Bachelor of Science in Accounting from Fairleigh Dickinson University.
Mr. Colligan is a Certified Public Accountant and a member of the
American Institute of Certified Public Accountants.
Director Qualifications: Mr. Colligan’s qualifications include his 38
years as a Certified Public Accountant, his PwC experience, his
extensive experience with audit and financial issues and his past
service on public company audit committees.
Richard Daly (age 60)—Mr. Daly has been a member of our Board
of Directors since January 2014. Mr. Daly currently serves as Chief
Executive Officer and President of Broadridge Financial Solutions, Inc.
and as a member of the Broadridge board of directors. Prior to his
current role, he served as Group President of the Brokerage Services
Group of ADP. Prior to joining ADP in 1989, Mr. Daly served as
Senior Vice President of Operations at Thomson McKinnon Securities
and was a member of its board of directors. He is a member of the
Advisory Board for the National Association of Corporate Directors, a
founding member of the board of directors of the Make-A-Wish
Foundation of Suffolk County, Inc. and currently serves as an
Honorary Director. Mr. Daly is also a director of Fountain House, a
New York City based charity. Mr. Daly has a Bachelor of Science in
Accounting from New York Institute of Technology and is a Certified
Public Accountant. He also attended the Harvard Business School’s
Young President’s Program from 1996-2004, and completed its
President’s Program in Leadership.
Director Qualifications: Mr. Daly’s qualifications include his
experience as the Chief Executive Officer of the largest independent
processor of corporate governance related activities, his significant
leadership experience and his extensive experience in the Financial
Services industry.
Timothy Donahue (age 65)—Mr. Donahue has been a member of
our Board of Directors since September 2012. 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. Mr. Donahue is a
director of NVR Inc., the non-executive chairman of UCT Coatings,
Inc., a private company and the non-executive chairman of 4DK, a
private mobile merchandising company. He previously served as a
director of Tyco from 2008 to 2012; Covidien Ltd. from 2009 to
2012; and Eastman Kodak Company from 2003 to 2013.
Mr. Donahue is a graduate of John Carroll University, with a Bachelor
of Arts in English Literature.
Director Qualifications: Mr. Donahue’s qualifications include his
extensive experience and demonstrated leadership in the wireless
communications industry, his experience in service-oriented
industries and as an executive and board member of several publicly
traded companies.
Robert Dutkowsky (age 59)—Mr. Dutkowsky has been a member
of our Board of Directors since September 2012. Mr. Dutkowsky has
been the Chief Executive Officer and a member of the board of
directors of Tech Data Corporation since October 2006. Prior to
joining Tech Data Corporation, Mr. Dutkowsky served as President,
CEO, and Chairman of the Board of Egenera, Inc. from 2004 until
2006, and served as President, CEO, and Chairman of the Board of
J.D. Edwards & Co., Inc. from 2002 until 2004. He was President,
CEO, and Chairman of the Board of GenRad, Inc. from 2000 until
2002. Beginning in 1997, Mr. Dutkowsky was Executive Vice
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