DEF: Alarm.com 2026 Annual Meeting Proxy Statement
Proxy Statement
Alarm.com Holdings, Inc. has issued its definitive proxy statement for the 2026 Annual Meeting of Stockholders to be held on June 3, 2026.
Summary
- The 2026 Annual Meeting of Stockholders is scheduled for June 3, 2026, at 9:00 a.m. ET in Tysons, Virginia.
- The record date for voting is April 7, 2026, with 49,399,085 shares outstanding.
- Proposal 1: Election of eight directors for one-year terms.
- Proposal 2: Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
- Proposal 3: Advisory vote on executive compensation.
- The company reported 2025 total revenue of $1.0112 billion, a 7.6% increase over 2024.
- SaaS and license revenue grew 9.2% to $689.4 million in 2025.
- Net income attributable to common stockholders was $132.6 million in 2025, up 6.8% from 2024.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a standard, stable proxy filing reflecting consistent operational growth and a disciplined approach to executive compensation.
Positives
- Total revenue increased by 7.6% year-over-year to $1.0112 billion.
- SaaS and license revenue grew by 9.2% to $689.4 million.
- Net income increased by 6.8% to $132.6 million.
- Non-GAAP Adjusted EBITDA increased by 16.9% to $206.0 million.
- Strong stockholder support for executive compensation, with 94% approval at the 2025 meeting.
Negatives
- The CEO's 2025 target total compensation remains below the 25th percentile of market data.
- Certain executive base salary increases were implemented mid-year, reflecting a need to adjust for market competitiveness.
- Some executive bonus payouts were below target due to individual performance assessments.
Risks
- Potential for cyber-attacks and the need for robust response capabilities.
- Risks associated with intellectual property litigation.
- Dependence on the ability to attract and retain highly qualified executive talent in a competitive market.
- Market volatility affecting the value of equity-based compensation.
Future Outlook
The company continues to focus on its cloud-based platform for intelligently connected properties, targeting growth in residential, multi-family, small business, enterprise commercial, and energy markets.
Management Comments
- We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.
- We believe that our compensation policies and decisions are based on principles that reflect a pay-for-performance philosophy and are strongly aligned with our stockholders interests.
Industry Context
StockSavvy.ai notes that Alarm.com continues to maintain its leadership position in the IoT and connected property market, demonstrating consistent growth in SaaS revenue which is a key industry benchmark for valuation in the software sector.
Comparison to Industry Standards
- The company's five-year equity vesting schedule is longer than the typical practice of peer companies, emphasizing long-term retention.
- The company utilizes a peer group of software and services companies, including ACI Worldwide, Box, Inc., and Dynatrace, to benchmark executive compensation.
- The CEO's target total compensation is intentionally positioned below the 25th percentile of the identified peer group.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Steve Valenzuela | Kevin Bradley | 2025-03-14 | Retirement of Mr. Valenzuela. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clawback Policy | Revised compensation recovery policy effective December 1, 2023. | 2023-12-01 | Ensures compliance with Dodd-Frank and SEC regulations regarding incentive-based compensation. |
Legal Proceedings
- The company is involved in ongoing intellectual property litigation, which is excluded from Adjusted EBITDA calculations.
Related Party Transactions
- Registration rights agreement with certain stockholders affiliated with executive officers and directors.
- Indemnification agreements with all directors and executive officers.
Stakeholder Impact
- Shareholders are requested to vote on key governance and compensation matters.
- Employees participate in broad-based benefit programs, including 401(k) and ESPP.
Next Steps
- Stockholders to vote on director elections and proposals by June 2, 2026.
- Annual Meeting to be held on June 3, 2026.
- Filing of Form 8-K with final voting results within four business days after the meeting.
Key Dates
| Date | Description |
|---|---|
| 2026-04-07 | Record date for stockholders entitled to vote at the Annual Meeting. |
| 2026-04-23 | Distribution date of proxy materials. |
| 2026-06-02 | Deadline for electronic or telephonic voting. |
| 2026-06-03 | Date of the 2026 Annual Meeting of Stockholders. |
Recommendation
holdThe filing is a standard annual proxy statement and does not contain material information that would significantly alter the investment thesis or short-term valuation of the company.
Keywords
Alarm.com, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, SaaS, IoT, Security Systems
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