DEF 14A of Resideo Technologies, Inc.
Filed Apr 23, 2025 · FY20240001140361-25-015189
JEANNINE LANE
| Summary Compensation Table | 58 | | Grants of Plan-Based Awards — Fiscal Year 2024 | 60 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 61 | | Option Exercises and Stock Vested — Fiscal Year 2024 | 63 | | Pension Benefits | 63 | | Nonqualified Deferred Compensation | 64 | | Compensatory Arrangements with NEOs | 65 | | Potential Payments Upon Termination or Change in Control | 66 | | CEO Pay Ratio | 70 | | Pay Versus Performance | 71 | | Equity Compensation Plan Information | 75 | | Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm | 76 | | Report of the Audit Committee | 76 | | Audit Committee Pre-Approval Policy | 78 | | Audit and Non-Audit Fees | 78 | | Questions and Answers About the Annual Meeting and Voting | 79 |
JEANNINE LANE
| 2025 PROXY STATEMENT | |
JEANNINE LANE
Proxy Statement Summary Below are highlights of certain information in this Proxy Statement. As it is only a summary, it may not contain all of the information that is important to you. For more complete information, please refer to the complete Proxy Statement and Resideo’s 2024 Annual Report before you vote. References to “Resideo,” the “Company,” “we,” “us” or “our” refer to Resideo Technologies, Inc. 2025 Annual Meeting of Shareholders
JEANNINE LANE
| Date and Time: | June 4, 2025, 1:00 p.m. EDT | | Place: | Via the internet at www.virtualshareholdermeeting.com/REZI2025 | | Record Date: | April 8, 2025 | | Voting: | Shareholders as of the record date are entitled to vote | | Admission: | To enter Resideo’s virtual annual meeting via www.virtualshareholdermeeting.com/REZI2025, you will need the 16-digit control number provided in your proxy materials |
JEANNINE LANE
How to Cast Your Vote Your vote is important! Please cast your vote and play a part in the future of Resideo. Shareholders of record on the Record Date can vote through any of the following ways:
JEANNINE LANE
| | | | | | INTERNET | PHONE | MAIL | VIRTUAL MEETING | | Visit www.proxyvote.com | Call 1-800-690-6903 toll-free from the U.S. or Canada | Return the signed proxy card | Vote your shares live at the virtual annual meeting |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 1 |
JEANNINE LANE
The deadline for voting via the internet or by telephone is 11:59 p.m. EDT on June 3, 2025. If you vote by mail, your proxy card must be received before the virtual annual meeting. Beneficial owners who own shares through a bank, brokerage firm or similar organization can vote by returning the voting instruction form, or by following the instructions for voting via the internet or by telephone, as provided by the bank, brokerage firm or similar organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares. If you are a shareholder of record or a beneficial owner, you may choose to vote at the virtual annual meeting. Even if you plan to attend our virtual annual meeting, please cast your vote as soon as possible. For more information on voting your shares, please see “Questions and Answers About the Annual Meeting and Voting” beginning on page 79. About Resideo Resideo is a leading global manufacturer, developer and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use and smart living. We are a leader in the home heating, ventilation and air conditioning controls markets, smoke and carbon monoxide detection home safety and fire suppression products markets, and security products markets. Our global footprint serves residential and commercial end-markets. Our solutions and services can be found in over 150 million residential and commercial spaces globally, with tens of millions of new devices sold annually. We manage our business operations through two business segments, Products and Solutions and ADI Global Distribution. Voting Matters and Board Recommendations
JEANNINE LANE
| | VOTING MATTERS | BOARD RECOMMENDATIONS | PAGE REFERENCE (FOR MORE DETAIL) | | Proposal 1. | Election of Directors | FOR Each Nominee | 6 | | Proposal 2. | Advisory Vote to Approve Executive Compensation | FOR | 44 | | Proposal 3. | Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation | 1 YEAR | 45 | | Proposal 4. | Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR | 76 |
JEANNINE LANE
| 2 | 2025 PROXY STATEMENT | |
JEANNINE LANE
Director Dashboard Our Board of Directors
JEANNINE LANE
| Name | Age | Independent | Board Committee Memberships | Other Public Company Board Service | | Andrew Teich (Chairman) | 64 | Yes | Compensation and Human Capital Management Innovation and Technology (Chair) Nominating and Governance | Sensata Technologies Holding PLC | | Jay Geldmacher (President & CEO) | 69 | No | None | Seagate Technology Holdings plc | | Paul Deninger | 66 | Yes | Audit Finance (Chair) Nominating and Governance | EverQuote, Inc. | | Cynthia Hostetler | 62 | Yes | Finance Nominating and Governance (Chair) | TriLinc Global Impact Fund, LLC Invesco Funds Vulcan Materials Company | | Brian Kushner | 66 | Yes | Audit Finance | Cumulus Media Inc. | | Jack Lazar | 59 | Yes | Audit (Chair) Innovation and Technology | Astera Labs, Inc. Box, Inc. GLOBALFOUNDRIES Inc. ThredUp Inc. | | Nina Richardson | 66 | Yes | Compensation and Human Capital Management Nominating and Governance | Cohu, Inc. Silicon Laboratories, Inc. | | Nathan Sleeper | 51 | Yes | None | | | John Stroup | 58 | Yes | None | Crane NXT, Co. | | Sharon Wienbar | 63 | Yes | Compensation and Human Capital Management (Chair) Innovation and Technology | Enovis Corporation Ingram Micro Holding Corp. | | Kareem Yusuf | 53 | Yes | Compensation and Human Capital Management Innovation and Technology | |
JEANNINE LANE
Corporate Governance Highlights We are committed to strong corporate governance practices and policies, as described below, that support effective Board leadership and prudent management practices.
JEANNINE LANE
| | Annual election of all directors | | | Majority voting for directors in uncontested elections | | | Independent Chairman of the Board | | | Robust risk oversight by full Board and Committees | | | Annual review of Committee charters and Corporate Governance Guidelines |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 3 |
JEANNINE LANE
| | All Board committees consist solely of independent directors | | | Finance Committee that reviews and oversees Resideo’s capital structure and opportunities for maximizing shareholder value | | | Innovation and Technology Committee that oversees Resideo’s overall strategic direction and investment in technology initiatives | | | Rigorous risk oversight of cybersecurity programs by the Audit Committee | | | Annual Board and Committee evaluations | | | Proposed annual advisory vote to approve executive compensation | | | Meaningful stock ownership guidelines for directors and executives | | | Adoption of proxy access | | | Limits on memberships on other boards | | | Commitment to recruiting qualified, diverse director candidates | | | Commitment to health, safety and environmental sustainability | | | Oversight of human capital management by the Compensation and Human Capital Management Committee | | | Oversight of our code of business conduct and our role as a responsible corporate citizen, including our corporate responsibility programs, by the Nominating and Governance Committee | | | Policies prohibiting short sales, hedging, margin accounts and pledging | | | Shareholders holding at least 25% of the outstanding stock of the Company have the right to call a special meeting |
JEANNINE LANE
Executive Compensation Preview The Compensation Discussion and Analysis section of this Proxy Statement provides a focused discussion of our executive compensation philosophy and the pay programs applicable to our named executive officers. Our compensation program design directly links compensation to the performance of our business and rewards fiscal year results through our annual incentive plan and long-term performance with equity awards. Our Named Executive Officers Our leadership team during fiscal 2024 included the Named Executive Officers (“NEOs”) below. Shortly after the acquisition of Snap One, we reviewed our leadership organization structure in light of our commitment to strategic growth and operational efficiency, and in August 2024 made changes designed to enhance shareholder value and position the Company for long-term success.
JEANNINE LANE
| NAME | POSITION | | Jay Geldmacher | President and Chief Executive Officer | | Michael Carlet | Executive Vice President, Chief Financial Officer | | Robert Aarnes | President, ADI Global Distribution | | Tom Surran | President, Products & Solutions | | Jeannine Lane | Executive Vice President, General Counsel & Corporate Secretary | | Anthony L. Trunzo(1) | Former Executive Vice President, Chief Financial Officer | | Dana Huth(2) | Former Executive Vice President, Chief Revenue Officer |
JEANNINE LANE
| (1) Effective August 9, 2024, the Board appointed Michael Carlet, who joined Resideo as part of the acquisition of Snap One, to succeed Mr. Trunzo as Executive Vice President, Chief Financial Officer, and Mr. Trunzo was appointed to a non-executive officer position as Senior Vice President, Executive Advisor, until his employment terminated on March 15, 2025. |
JEANNINE LANE
| (2) Effective August 9, 2024, as part of a corporate reorganization, the Board removed Mr. Huth as Executive Vice President and Chief Revenue Officer and appointed Mr. Huth to a non-executive officer position as Senior Vice President, Chief Revenue Officer, Products & Solutions, a position he continues to hold. |
JEANNINE LANE
| 4 | 2025 PROXY STATEMENT | |
JEANNINE LANE
Forward-Looking Statements This Proxy Statement and the cover letter contain “forward-looking statements” regarding expectations about future business and financial results, which speak only as of the date of this Proxy Statement. Although we believe that the forward-looking statements contained in this Proxy Statement are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, those described under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2024. You are cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by our forward-looking statements. Except as required by law, we undertake no obligation to update such statements to reflect events or circumstances arising after the date of this presentation, and we caution investors not to place undue reliance on any such forward-looking statements. The information on our website and the materials available through it are not incorporated by reference into this Proxy Statement.
JEANNINE LANE
| | 2025 PROXY STATEMENT | 5 |
JEANNINE LANE
Proposal 1: Election of Directors Our Board currently consists of eleven directors, and the Board has set the size of the Board as of this year’s Annual Meeting at eleven. All directors stand for election each year for annual terms. Our Board has nominated the director nominees for re-election to the Board. We do not know of any reason why any nominee would be unable to serve as a director. If any nominee should become unavailable to serve prior to the Annual Meeting, the shares represented by proxy will be voted for the election of such other person as may be designated by the Board. The Board may also determine to leave the vacancy temporarily unfilled or reduce the authorized number of directors in accordance with the By-Laws. Resideo’s By-Laws provide that in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast “FOR” his or her election than votes cast “AGAINST” his or her election will be elected to the Board. Majority Voting for Directors Resideo’s By-Laws provide a majority voting standard for election of directors in uncontested elections. Each director will be elected by the affirmative vote of a majority of the votes cast, meaning that the number of votes cast “FOR” a director nominee exceeds 50% of the number of votes cast with respect to that director’s election. No incumbent director nominee shall qualify for service as a director unless he or she agrees to submit upon re-nomination to the Board an irrevocable resignation effective upon such director nominee’s failure to receive a majority of the votes cast in an uncontested election. The Nominating and Governance Committee (excluding the nominee, if applicable) will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board, excluding the nominee, will act on the resignation and publicly disclose its decision in accordance with the By-Laws. An election of directors is considered to be contested if there are more nominees for election than positions on the Board to be filled by election at the meeting of shareholders. In a contested election, the required vote would be a plurality of votes cast. Director Nominees The Board has affirmatively determined that each of the nominees qualifies for election under the Company’s criteria for evaluation of directors. See “Nominating Board Candidates – Procedures and Qualifications” on page 28 for more information on qualifications for director nominees. The Nominating and Governance Committee is responsible for nominating a slate of director nominees who collectively have the complementary experience, qualifications, skills and attributes to guide the Company and function effectively as a Board. The Nominating and Governance Committee believes that each of the nominees has key personal attributes that are important to an effective board, including integrity, relevant industry or professional experience, contribution to the composition, diversity and culture of the Board, the ability and willingness to constructively challenge management and the ability and commitment to devote sufficient time to Board duties. Set forth below is biographical information provided by the director nominees and their specific experience, qualifications and skills that have led the Board and the Nominating and Governance Committee to conclude that they should continue to serve as directors of Resideo. In addition, the Board has determined that each non-employee director nominee qualifies as an independent director under NYSE corporate governance listing standards and the Company’s director independence standards as further described under “Director Independence” on page 23.
JEANNINE LANE
| 6 | 2025 PROXY STATEMENT | |
JEANNINE LANE
Director Qualifications and Skills Our directors have a broad range of experience that spans different industries and encompasses the relevant business and technology sectors. Directors bring a variety of qualifications, skills and viewpoints to our Board that both strengthen their ability to carry out their oversight responsibilities on behalf of our shareholders and bring richness to Board deliberations. As described above and in the director biographies, our directors have key experiences, qualifications and skills that are relevant and important in light of our business, structure and growth strategy and include the following:
JEANNINE LANE
| DIRECTOR QUALIFICATIONS AND SKILLS CRITERIA | | Senior Leadership Experience Experience serving as CEO or a senior executive that provides a practical understanding of how complex organizations function and the ability to support our commercial strategy, growth and performance | | Consumer Products Experience with the retail consumer industry, e-commerce, customer service and consumer dynamics that aligns with our business strategies and opportunities | | Manufacturing and Supply Chain Experience with the operations of manufacturing facilities and supply chains that provides critical perspectives in understanding and evaluating operational planning, management and risk mitigation of our business | | Technology Experience developing and adopting new technologies as well as leading innovation initiatives that supports the execution of our vision in the comfort, energy management, safety and security solutions markets | | Global Relations International business strategy, operations and substantive expertise in international matters relevant to our global business | | Finance Experience with finance and financial reporting processes, including monitoring and assessing a company’s operating performance to ensure accurate financial reporting and robust controls | | Public Company Board Service Service on the boards and board committees of public companies that provides an understanding of corporate governance practices and risk management oversight as well as insights into board management and relations between the board, the CEO and senior management that will support our commitment to maintain a strong governance framework as an independent public company | | Marketing Expertise in brand development, marketing and sales in local markets on a global scale relevant to our global business | | Operations Experience managing the operations of a business and possessing a deep understanding of the end-markets we serve | | Strategy Practical understanding of the development and implementation of strategic priorities and the risks and opportunities that can impact the Company’s operations and strategies which will serve to drive our long-term growth | | Mergers & Acquisitions Experience in business development and mergers and acquisitions to support our initiatives to identify and execute on acquisitions and investments |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 7 |
JEANNINE LANE
The table below is a summary of the range of qualifications and skills that each director brings to the Board. The table does not include all of the qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not checked for a specific director does not mean that the director does not possess it.
JEANNINE LANE
| NAME | SENIOR LEADERSHIP EXPERIENCE | CONSUMER PRODUCTS | MANUFACTURING | TECHNOLOGY | GLOBAL RELATIONS | FINANCE | PUBLIC COMPANY BOARD SERVICE | MARKETING | OPERATIONS | STRATEGY | MERGERS & ACQUISITIONS | | Andrew Teich (Chairman) | | | | | | | | | | | | | Jay Geldmacher (President & CEO) | | | | | | | | | | | | | Paul Deninger | | | | | | | | | | | | | Cynthia Hostetler | | | | | | | | | | | | | Brian Kushner | | | | | | | | | | | | | Jack Lazar | | | | | | | | | | | | | Nina Richardson | | | | | | | | | | | | | Nathan Sleeper | | | | | | | | | | | | | John Stroup | | | | | | | | | | | | | Sharon Wienbar | | | | | | | | | | | | | Kareem Yusuf | | | | | | | | | | | |
JEANNINE LANE
| 8 | 2025 PROXY STATEMENT | |
JEANNINE LANE
Director Biographies
JEANNINE LANE
| The Board of Directors unanimously recommends a vote “FOR” each of the following director nominees. |
JEANNINE LANE
Nominees for Election Included in each biography are the key qualifications that led to the conclusion that such directors should serve on our Board.
JEANNINE LANE
| Andrew Teich, 64 Chairman of the Board Director since 2018 Committee Memberships: • Compensation and Human Capital Management • Innovation and Technology (Chair) • Nominating and Governance Other Public Company Directorships: • Sensata Technologies Holding PLC Former: • Juniper II Corp. (2021-2023) • FLIR Systems, Inc. (2013-2017) | Mr. Teich has over 40 years of experience with product and technology innovation and executive management. He brings to the Board recognized expertise in the technology industry, with a focus on imaging, sensing, artificial intelligence, energy conservation, automation and MEMS technologies, and extensive corporate governance experience at both the executive and board levels. Key Experience and Qualifications • Board leadership experience • Served as the Lead Independent Director of the Board • Serves as the chairman of the board of Sensata Technologies • Proven ability to grow businesses • While at FLIR Systems, grew the market capitalization from approximately $60 million to more than $6 billion • M&A experience • Successfully acquired and integrated more than 25 domestic and international businesses | | | Business Experience • Private technology consultant (2017 to present) • Chief Executive Officer and President, FLIR Systems, Inc., a multinational company focused on the development of innovative imaging and sensing technologies for military, industrial and commercial applications (2013 to 2017) • Various executive management roles, including President, Imaging Division and President, Commercial Vision Systems and Thermography Division, FLIR Systems, which he joined after FLIR Systems acquired Inframetrics (1999 to 2013) Certain Other Professional Experience and Community Involvement • Listed as an author on more than 50 U.S. and international patents • Known in the industry as one of the principal innovators of commercial and military thermal imaging and, while at FLIR Systems, successfully expanded into visible, radar, sonar, near infrared, and CBRNE (Chemical, Biological, Radiological, Nuclear, and Explosive) technologies/markets Education • B.S. degree in marketing from Arizona State University • Alumnus of the Harvard Business School Advanced Management Program |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 9 |
JEANNINE LANE
| Jay Geldmacher, 69 President, Chief Executive Officer and Director Director since 2020 Committee Memberships: • None Other Public Company Directorships: • Seagate Technology Holdings plc Former: • Verra Mobility Corporation (2018-2020) • Owens-Illinois, Inc. (2008-2015) | Mr. Geldmacher has 31 years of experience in technology and manufacturing industries. In his various leadership roles, he has used his background in operations to strategically allocate capital to gain market share and grow profits in competitive technology markets. Mr. Geldmacher brings to the Board expertise in the fields of operations, technology and international growth and public company board experience. Key Experience and Qualifications • Executive leadership experience • Serves as the President and CEO of the Company, since May 2020, where he leads an organization that provides critical comfort, residential thermal solutions, and security solutions and global wholesale distribution of low-voltage life safety, security, fire, audio visual, networking, and smart home solutions for commercial and residential markets • Has served in president and chief executive officer roles at several companies, developing a breadth of executive leadership experience • Experience in the technology industry • Held executive leadership positions with various technology companies since 1998 | | | Business Experience • President and CEO, Resideo (2020 to present) • President and CEO, Electro Rent, a leader in testing and technology solutions (2019 to 2020) • President and CEO, Artesyn Embedded Technologies, a spin-off of Emerson Network Power’s Embedded Computing & Power business (2013 to 2019) • Executive Vice President, Emerson Electric Company and President, Emerson Network Power’s Embedded Computing & Power Group, a company that designed, manufactured, and distributed embedded computing and power products, systems and solutions (2007 to 2013) • President, Astec Power Solutions, an Emerson subsidiary (1998 to 2006) Certain Other Professional Experience and Community Involvement • Has served on the board of directors of Seagate Technologies since 2012 • Served on the boards of directors of Verra Mobility and Owens-Illinois • Served on the advisory boards of Vertiv Holdings and the Eller Business School at the University of Arizona Business School Education • B.S. degree in marketing from the University of Arizona • Executive M.B.A. degree from the University of Chicago |
JEANNINE LANE
| 10 | 2025 PROXY STATEMENT | |
JEANNINE LANE
| Paul Deninger, 66 Independent Director Director since 2018 Committee Memberships: • Audit • Finance (Chair) • Nominating and Governance Other Public Company Directorships: • EverQuote, Inc. Former: • Epiphany Technology Acquisition Corp. (2020-2023) • Iron Mountain Inc. (2010-2021) | Mr. Deninger has 36 years of experience in the technology industry. As an advisor to CEOs and a former investment banker, he has guided hundreds of companies to effectively allocate capital and other resources and to strategically create shareholder value through the use of technology and has participated in over 150 technology M&A and financing transactions. Mr. Deninger brings to the Board extensive experience on both public and private company boards, capital markets experience and a deep understanding of sustainable manufacturing. Key Experience and Qualifications • Experience working with companies engaged in sustainable residential energy practices • Works with companies to apply new material science to, among other things, sustainable manufacturing and other positive environmental impact products and processes • Managed cleantech banking practice at Jefferies • Serves as a director of a geothermal infrastructure company focused on helping build zero energy capable homes | | | Business Experience • Operating Partner, Material Impact, an early-stage venture firm that makes deep-tech investments in material science to support more sustainable manufacturing processes and products (2021 to present) • Senior Managing Director, Davis Partners Group, an advisory firm (2020 to 2022) • Senior Advisor, Evercore Inc., an investment banking firm (2015 to 2020) • Senior Managing Director, Evercore (2011 to 2015) • Chairman and CEO, Broadview International LLC, a mergers and acquisitions advisory firm focused on the technology industry that was sold to Jefferies in 2003 (1998 to 2003) Certain Other Professional Experience and Community Involvement • Chairman of the board of directors of privately held Generation Phoenix, Ltd. (since 2023) • Vice chairman of the board of directors of Epiphany Technology Acquisition Corp. (2020 to 2023) • Vice chairman of Jefferies Group LLC, a global investment bank and institutional securities firm (2003 to 2010) • Serves on the boards of directors of privately held EcoSmart Solutions, OxipitalAI, Omnizare Imaging and Fusion Coolant Systems • Serves on the board of advisors of Tomorrow.io (formerly ClimaCell) and SoftServe and on the Presidential Advisory Council of the Berklee College of Music Education • B.S. degree from Boston College • M.B.A. degree from Harvard Business School |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 11 |
JEANNINE LANE
| Cynthia Hostetler, 62 Independent Director Director since 2020 Committee Memberships: • Finance • Nominating and Governance (Chair) Other Public Company Directorships: • TriLinc Global Impact Fund, LLC • Vulcan Materials Company • Invesco Funds (trustee of registered investment company) Former: • Textainer Group Holdings Limited (2020-2024) • Genesee & Wyoming, Inc. (2018-2019) • Edgen Group Inc. (2013-2014) | Ms. Hostetler has 26 years of leadership experience managing large investment funds (with significant global markets investments), guiding institutional investors and allocating capital resources for businesses. As a public company director, she has experience overseeing governance and regulatory compliance. Ms. Hostetler brings to the board expertise in governance, finance, investment management and corporate responsibility. Key Experience and Qualifications • Expertise in institutional investor issues • Serves as a full-time non-executive board member for companies ranging from start-ups to members of the S&P 500 • Serves on the boards of directors of several mutual funds • Governance experience • Led a private equity fund focused on corporate responsibility, sustainable economic development and impact • Governance Committee Chair of TriLinc Global Impact Fund, LLC; prior experience as governance committee chair of other public companies • Investment experience • Head of Investment Funds and Private Equity, Overseas Private Investment Corporation (now the U.S. International Development Finance Corporation), a development finance institution and agency of the U.S. government, a role she held as a presidential appointee (2001 to 2009), overseeing a multi-billion-dollar private equity fund | | | Business Experience • President, First Manhattan Bancorporation, a regional Midwestern bank holding company (1991 to 2006) • Corporate lawyer, Simpson Thacher & Bartlett in New York Certain Other Professional Experience and Community Involvement • Serves on the board of governors of Investment Company Institute and on the board of the Independent Directors Council • Served as a trustee and investment committee chair of Aberdeen International Funds and on the boards of directors of Artio Global Funds, First Manhattan Bancorporation Edgen Group Inc. and Genesee & Wyoming, Inc. Education • B.A. degree from Southern Methodist University • J.D. degree from the University of Virginia School of Law |
JEANNINE LANE
| 12 | 2025 PROXY STATEMENT | |
JEANNINE LANE
| Brian Kushner, 66 Independent Director Director since 2019 Committee Memberships: • Audit • Finance Other Public Company Directorships: • Cumulus Media Inc. Former: • Mudrick Capital Acquisition Corporation II (2020-2022) • Thryv, Inc. (2016-2020) • Mudrick Capital Acquisition Corporation (2018-2020) • Luxfer Holdings PLC (2016-2018) • EveryWare Global, Inc. (2015-2016) | Dr. Kushner has 41 years of experience leading telecommunications, media, manufacturing, consumer products, technology, and defense companies, having served in leadership roles at more than 35 public and private companies. He brings to the Board expertise in optimizing corporate performance, including in the areas of corporate strategy, M&A, revenue enhancement, customer service and support, cost reduction, new product introduction, supply chain management and complex financial restructuring. Key Experience and Qualifications • Advisory leadership experience • Co-leads the aerospace and defense practice and the activism and M&A solutions practice at FTI. Former leader of the private capital advisory services practice at FTI’s Private Equity practice, which he started in 2017 and grew to just under 10% of FTI’s revenues by June 2023. At FTI, he has led or supported over 100 engagements across the spectrum of corporate performance enhancement • M&A experience • Worked on the acquisition or disposition of more than 25 public and private companies while serving as a director, CEO or chief restructuring officer | | | Business Experience • Senior Managing Director, FTI Consulting, Inc., a global business advisory firm (2009 to present) • Co-founder, CXO, L.L.C., a boutique interim and turnaround management consulting firm that was acquired by FTI in 2008 (2001 to 2008) • Periodically has served as the CEO, interim CEO or chief restructuring officer of a variety of companies, including several that elected to utilize bankruptcy proceedings as part of their financial restructuring process and, as such, served as an executive officer of various companies that filed bankruptcy petitions under federal law, including, most recently, Relativity Media LLC and its affiliates in 2015 Certain Other Professional Experience and Community Involvement • Previously served on the boards of directors of companies, including Thryv, Inc., Mudrick Capital Acquisition II, Zodiac Systems; Damovo PLC, Mudrick Capital Acquisition, Luxfer Holdings PLC, EveryWare Global (now The Oneida Group), DLN Holdings LLC, Sage Telecom, Inc., Pacific Crossing and Headway Solutions • Serves as a member of the Advisory Council of the College of Natural Sciences at the University of Texas at Austin and an Emeritus member of the Cornell University Engineering College Council Education • B.S. degree in Applied and Engineering Physics from Cornell University • M.S. degree in Applied Physics and minor in Electrical Engineering from Cornell University • Ph.D. in Applied Physics from Cornell University |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 13 |
JEANNINE LANE
| Jack Lazar, 59 Independent Director Director since 2018 Committee Memberships: • Audit (Chair) • Innovation and Technology Other Public Company Directorships: • Astera Labs, Inc. • Box, Inc. • GLOBALFOUNDRIES Inc. • ThredUp Inc. Former: • Silicon Laboratories Inc. (2013-2022) • Casper Sleep, Inc. (2019-2022) • Mellanox Technologies, Ltd (2018-2020) • Quantenna Communications (2016-2019) • TubeMogul, Inc. (2013-2016) | Mr. Lazar has 31 years of experience in finance and operational roles at companies in Silicon Valley that span multiple industries with a heavy focus on enterprise and consumer technology. He brings to the Board expertise in financial and operations matters as a public company officer in addition to his service on public and private company boards, and as chair of multiple audit and other committees. Key Experience and Qualifications • Demonstrated ability to raise capital • Completed and raised $1.4 billion in the 2014 GoPro IPO and subsequently completed multiple acquisitions • Completed the Atheros IPO in 2004 and closed the sale of Atheros to Qualcomm in 2013 • Served on the Board of multiple companies which raised over $3.5 billion combined in their IPOs including TubeMogul, Quantenna Communications, Casper Sleep, ThredUp, GLOBALFOUNDRIES, and Astera Labs • Executive leadership experience • Served as a public company executive at multiple companies, including in CFO and corporate development roles, since 1992 • Independent auditor • Served as a senior auditor at Price Waterhouse (now PricewaterhouseCoopers) from 1987 to 1992 | | | Business Experience • Chief Financial Officer, GoPro, Inc., a leader in mobile capture devices, software, and entertainment solutions (2014 to 2016) • Independent business consultant (2013 to 2014) • Senior Vice President, Corporate Development and General Manager, Qualcomm Atheros, Inc., a developer of communications semiconductor solutions (2011 to 2013) • Senior Vice President of Corporate Development and Chief Financial Officer (and a variety of other roles), Atheros Communications, a provider of technologies for wireless and wired communications (2004 to 2011) Certain Other Professional Experience and Community Involvement • Serves on the board of directors of the Northern Californian Chapter of the National Association of Corporate Directors, Board of Trustees for Natcast, and on the finance and accounting advisory boards of the Santa Clara University • Served on the board, including as chair, for multiple late-stage private companies • Certified public accountant (inactive) Education • B.S. degree in commerce with an emphasis in accounting from Santa Clara University |
JEANNINE LANE
| 14 | 2025 PROXY STATEMENT | |
JEANNINE LANE
| Nina Richardson, 66 Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management • Nominating and Governance Other Public Company Directorships: • Cohu, Inc. • Silicon Laboratories, Inc. Former: • Eargo, Inc. (2020-2022) • Callidus Software, Inc. (2017-2018) Acquired by SAP • Zayo Group Holdings, Inc. (2015-2018) • Silicon Graphics International Corp. (2016) Acquired by HPE | Ms. Richardson has 36 years of executive experience in global electronics manufacturing and supply chain from her years at both OEMs and EMS providers. She also has experience leading engineering development and new product introduction organizations and, as an experienced director and NCG chair, she provides expertise with respect to sustainability and governance programs. Key Experience and Qualifications • Global operational and leadership experience • COO at GoPro (2013 to 2015) instrumental in scaling leadership and processes and a key member of the executive team that took the company public. Responsible for engineering, operations, sales, customer support, quality, human resources and information technology • VP/GM of Flex Inc. (formerly Flextronics, Inc.), a global EMS provider, responsible for global electronics manufacturing operations with over 1,000 employees in multiple geographies • Executive positions in consumer electronics, technology, energy, lighting and manufacturing • Experience in the technology sector • Serves as a director at two privately held technology and biotechnology organizations • Completed NACD’s Cybersecurity Certification • Completed UC Berkeley Artificial Intelligence: Business Strategies and Applications • In-depth knowledge of human capital operations and sustainability • Experience as a director leading governance and corporate responsibility oversight at public companies • Executive oversight of people operations and executive team leadership at GoPro • Completed the Diligent Climate Leadership Certification | | | Business Experience • Chief Operating Officer, GoPro, Inc. (2013 to 2015) • Held executive positions of increasing responsibility at Flex, a global electronics and manufacturing service provider Certain Other Professional Experience and Community Involvement • Managing director of Three Rivers Energy, Inc., a company she co-founded, from 2004, until its sale to Pilot Power Group in 2023 • Independent consultant and service on several private technology company boards • Mentor and coach to women leaders and private company CEOs Education • B.S. degree in industrial engineering from Purdue University • Executive M.B.A. degree from Pepperdine University |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 15 |
JEANNINE LANE
| Nathan Sleeper, 51 Independent Director Director since 2024 Committee Memberships: • None Other Public Company Directorships: • None Former: • Beacon Roofing Supply Inc. (2015-2016; 2018-2023) • Core & Main, Inc. (2021-2024) • Atkore International Group Inc. (2016-2018) • HD Supply Holdings, Inc. (2013-2014) • Hertz Global Holdings, Inc. (2006-2011) | Mr. Sleeper has been with Clayton, Dubilier & Rice, LLC since 2000. He serves as CD&R’s Chief Executive Officer, chairs CD&R’s executive committee, and is a member of its investment, operating review, and compliance committees. He also leads the firm’s industrials investment vertical and is responsible for firm operations. Prior to CD&R, he worked in the investment banking division of Goldman Sachs. Key Experience and Qualifications • Investment experience • Broad experience in the financial and investment communities brings important insights into business strategy to our Board • Deep insights into the industrials markets that are relevant to Resideo | | | Business Experience • Chief Executive Officer, Clayton Dubilier & Rice, a private equity firm (2021 to present); various roles in increasing responsibility since joining in 2000 Certain Other Professional Experience and Community Involvement • Previously served on the boards of publicly traded Beacon Roofing Supply Inc., Core & Main, Inc., Atkore International Group Inc., HD Supply Holdings, Inc., and Hertz Global Holdings, Inc., as well as on numerous privately held company boards • Member of the Business Council, serves on the Williams College Board of Trustees and is Chair of the Investment Committee for the college’s endowment Education • B.A. degree from Williams College • M.B.A. from Harvard Business School |
JEANNINE LANE
| 16 | 2025 PROXY STATEMENT | |
JEANNINE LANE
| John Stroup, 58 Independent Director Director since 2024 Committee Memberships: • None Other Public Company Directorships: • Crane NXT, Co. Former: • Crane Company (2023-2024) • Belden, Inc. (2005-2021) • Tenneco, Inc. (2020-2022) • Zurn Elkay Water Solutions Corporation (2008-2023) | Mr. Stroup became a Partner at Clayton, Dubilier & Rice in 2024, having served as an Operating Advisor since 2021. Prior to this, Mr. Stroup served as the Executive Chairman of Belden, a global leader in signal transmission and security solutions from May 2020 to February 2021. Prior to his role as Executive Chairman, Mr. Stroup had been the President and Chief Executive Officer since 2005. Prior to joining Belden, Mr. Stroup was employed by Danaher Corporation. He initially served as Vice President, Business Development and was promoted to President of a division of Danaher’s Motion Group and later to Group Executive of the Motion Group. Prior to his time at Danaher, he was Vice President of Marketing with Scientific Technologies Inc. In his capacity as a partner at Clayton, Dubilier & Rice, Mr. Stroup serves as a director or board member at several portfolio companies. Key Experience and Qualifications • Senior leadership experience • Proven leadership skills with over 15 years of experience as President, Chief Executive Officer and Director of Belden Inc., a global leader in signal transmission and security solutions • More than 30 years of experience in industrial manufacturing of highly engineered products and business strategy development. | | | Business Experience • Partner, Clayton Dubilier & Rice, a private equity firm (2024 to present) • Operating Advisor, Clayton Dubilier & Rice, a private equity firm (2021 to 2024) • President and Chief Executive Officer, Belden Inc., a global leader in signal transmission and security solutions (2005 to 2020); Chairman (2016 to 2020); Executive Chairman (2020 to May 2021) • Served on numerous private company boards since 2008 Education • B.S. degree in Mechanical Engineering from Northwestern University • M.B.A. from University of California-Berkeley |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 17 |
JEANNINE LANE
| Sharon Wienbar, 63 Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management (Chair) • Innovation and Technology Other Public Company Directorships: • Enovis Corporation (formerly Colfax Corporation) • Ingram Micro Holding Corp. Former: • Covetrus, Inc. (2020-2022) • Everyday Health (2007-2016) • Glu Mobile, Inc. (2004-2008) | Ms. Wienbar has 31 years of experience leading corporate growth as an investor in and advisor to software start-up companies and as an operating executive, investor and corporate strategist. She brings to the Board leadership experience, technology investment experience and an understanding of innovation drivers. Key Experience and Qualifications • Investment experience • Led investments in software, internet and mobile companies • Marketing and technology leaderships • Served as an executive at several software companies, including CEO of Hackbright • Launched her tech career at Adobe Systems, starting as Product Manager for Asian Products and later led marketing for many of Adobe’s applications | | | Business Experience • Limited Partner, Operator Collective, a group of limited partners in the b2b technology arena (2019) • Strategic Advisor, Capella Education Company, an education services company that acquired Hackbright Academy (2016 to 2017) • Chief Executive Officer, Hackbright Academy, a technology training firm (2015 to 2016) • Partner, Scale Venture Partners (known as BA Venture Partners prior to 2007), a technology venture capital firm (2001 to 2015) Certain Other Professional Experience and Community Involvement • Serves on the boards of directors of Planned Parenthood Direct, TrueAnthem, USRowing and USRowing Foundation • Served on Microsoft Inc.’s venture advisory committee and on the boards of directors of Applause and Actiance, Inc. • Prominent public speaker and published author on venture capital and the #changetheratio diversity effort Education • B.S. degree in engineering from Harvard University • M.S. degree in engineering from Harvard University • M.B.A. degree from Stanford University |
JEANNINE LANE
| 18 | 2025 PROXY STATEMENT | |
JEANNINE LANE
| Kareem Yusuf, 53 Independent Director Director since 2021 Committee Memberships: • Compensation and Human Capital Management • Innovation and Technology Other Public Company Directorships: • None | Dr. Yusuf leads IBM’s mission to expand its global ecosystem, elevate its partnerships, and develop and scale new business opportunities and strategic alliances for the company. Dr. Yusuf has senior leadership experience from his more than 25 years working at IBM, including in the areas of offering management, software development, SaaS operations, mergers and acquisitions and field technical sales. Dr. Yusuf brings to the Board vast technical expertise through his work managing and growing market-leading brands and applications. Key Experience and Qualifications • Senior leadership experience • Joined IBM in 1998 and has held positions of increasing responsibility in technical sales and support, product management, mergers and acquisitions, strategy and software development • Experience in the technology sector • Manages IBM’s Software product portfolio with a focus on enabling clients to leverage AI and intelligent insights to transform their business operations • Experience with leading sustainability efforts • Leads IBM’s sustainability initiative, focusing on harnessing the power of data and AI to help IBM and its clients create more efficient, resilient and sustainable business operations • Responsible for IBM’s Corporate Environment Affairs team, which is responsible for IBM’s global sustainability performance | | | Business Experience • Senior Vice President of Ecosystem, Strategic Partners & Initiatives, IBM Software business unit of International Business Machines Corporation (“IBM”) Software (since 2025) • Senior Vice President, Product Management and Growth, IBM a multinational technology company (2023-2024) • General Manager, IBM Sustainability Software business unit of IBM (2020 to 2023) • General Manager, Watson IoT business unit of IBM (2018 to 2020) • Chief Product Officer and Chief Technology Officer, Watson Customer Engagement business unit of IBM (2016 to 2018) Certain Other Professional Experience and Community Involvement • Author of “Enterprise Messaging Using JMS and IBM WebSphere” Education • B.S. degree in civil engineering from the University of Berlin • M.S. degree in structural engineering from the University of Manchester • Ph.D. in civil engineering from the University of Leeds |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 19 |
JEANNINE LANE
Our Governance Framework Our corporate governance framework is a set of principles, guidelines and practices that support strong performance and long-term value creation for our shareholders. Our commitment to good corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership by our senior management team and oversight by our Board. Our Board is committed to maintaining the highest standards of corporate governance. Our Board is guided by our Corporate Governance Guidelines, which address director responsibilities, director skills and characteristics, memberships on other boards, director access to management and other employees, director orientation and continuing education, director tenure and the annual performance evaluations of the Board and Committees. Because corporate governance practices evolve over time, our Board will review our Corporate Governance Guidelines, Committee charters and other governance policies at least once a year and update them as necessary and appropriate. Our Board and Culture Our Board is deeply engaged, provides informed and meaningful guidance and feedback, and maintains an open dialogue with management based on a clear understanding of our strategic plans. At each Board meeting, we review components of our long-term strategy with our directors and engage in constructive dialogue which our leadership team embraces. Our directors have access to our officers and employees to address questions, comments or concerns. Additionally, the Board and Committees have the power to hire independent legal, financial or other advisors without approval from, or consultation with, Resideo management. Our Board also takes an active role in ensuring we embrace “best practices” in corporate governance. The partnership and oversight of a strong and multi-faceted Board with diverse perspectives rooted in deep experience in global business, finance, technology and strategy are essential to creating long-term shareholder value. Corporate Governance Overview Presented below are some highlights of our corporate governance program. You can find details about these and other corporate governance policies and practices within this Proxy Statement.
JEANNINE LANE
| KEY GOVERNANCE PRACTICES | | | CORPORATE GOVERNANCE GUIDELINES | • Our Corporate Governance Guidelines have been designed to assist the Board in the exercise of its duties and responsibilities to our Company. They reflect the Board’s commitment to monitor the effectiveness of decision-making at the Board and management levels with a view toward achieving our strategic objectives. • The guidelines are reviewed annually and subject to modification by the Board at any time. | | INDEPENDENT BOARD | • 10 of our 11 directors are independent as defined by the listing standards of the NYSE. | | BOARD COMPOSITION | • Currently, the Board has fixed the number of directors at 11. • The Board will regularly assess its performance and can adjust the number of directors according to the needs of the Board and the Company. • As shown under “Director Qualifications and Skills” beginning on page 7 and in the biographies of the directors beginning on page 9, our Board has a diverse mix of skills, experience and backgrounds that support our growth and commercial strategy. |
JEANNINE LANE
| 20 | 2025 PROXY STATEMENT | |
JEANNINE LANE
| KEY GOVERNANCE PRACTICES | | | BOARD COMMITTEES | • The Board consists of five standing committees: • Audit, • Compensation and Human Capital Management, • Nominating and Governance, • Finance, and • Innovation and Technology. • Each of our committees is currently composed entirely of independent directors. • Each Board committee has a written charter, and Board committee charters are reviewed and re-assessed annually. • Each committee charter is posted and available on our Investor Relations website at investor.resideo.com. | | MEMBERSHIPS ON OTHER BOARDS | • Under our Corporate Governance Guidelines, directors who serve as executive officers of public companies should not serve on more than two public company boards (including their own). • Other directors should not serve on more than four public company boards (including service on our Board) unless the Board determines that such simultaneous service does not impair the ability of such member to effectively serve as a Company Board member. • Directors are required to advise the Chair of the Nominating and Governance Committee in advance of accepting an invitation to serve on another public company board. • For additional information, please see “Memberships on Other Boards” on Page 30. | | BOARD DEMOGRAPHICS | • Three of our 11 Board members are women and one is Black/African American. | | ROBUST RISK OVERSIGHT | • Our full Board is responsible for risk oversight and has designated committees to have particular oversight of certain key risks. Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. | | BOARD AND COMMITTEE SELF-EVALUATION | • The Board conducts an annual self-evaluation led by the Nominating and Governance Committee to determine whether it and its committees are functioning effectively and to solicit feedback from directors as to whether the Board is continuing to evolve and be refreshed in a manner that serves the needs of the Company. | | MAJORITY VOTING OF DIRECTORS | • Our By-Laws provide for majority voting in uncontested elections of directors. Any directors standing for election must agree to submit, upon election, an irrevocable resignation that would become effective upon that director’s failure to receive a majority vote in a future election if the Board accepts such resignation. | | INTEGRITY & COMPLIANCE PROGRAM | • The Audit Committee regularly reviews the Company’s integrity and compliance program, and the Nominating and Governance Committee provides oversight of the Company’s policies related to its Code of Business Conduct. • The Company provides several mechanisms for employees and third parties to report concerns (including anonymously), enforces a strict non-retaliation policy, and ensures prompt, thorough and objective investigations. • All employees are required to complete integrity and compliance training, and the Company provides comprehensive training on additional key compliance topics, available in over 15 languages. • All employees and members of the Board are subject to the Code of Business Conduct. • Regional integrity and compliance councils meet quarterly to discuss key compliance topics and to provide feedback with regard to the integrity and compliance program. |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 21 |
JEANNINE LANE
| KEY GOVERNANCE PRACTICES | | | OVERSIGHT OF CORPORATE RESPONSIBILITY AND HUMAN CAPITAL MANAGEMENT | • Our Nominating and Governance Committee oversees our role as a responsible corporate citizen, including key aspects of our corporate responsibility programs. • Our Compensation and Human Capital Management Committee oversees our human capital management. Management regularly reports to the committee regarding culture and inclusion initiatives, our total rewards philosophy, and our plans, policies and programs related to hiring, development and retention. | | BOARD OVERSIGHT OF POLITICAL CONTRIBUTIONS | • The Nominating and Governance Committee oversees our policies and practices relating to political contributions. Company policy prohibits direct contributions by Resideo to any political campaigns. | | SHAREHOLDER RIGHTS | • Subject to certain terms and conditions, our By-Laws provide that shareholders who have maintained continuous qualifying ownership of at least 3% of our outstanding common stock for at least three years may use our annual meeting proxy statement to nominate a number of director candidates not to exceed the greater of two candidates or 20% of the number of directors then in office. • Shareholders holding at least 25% of the outstanding stock of the Company have the right to call a special meeting. • We do not have a poison pill, nor do we have supermajority voting provisions. | | SUCCESSION PLANNING | • Our Board oversees and annually reviews leadership development and assessment initiatives, as well as short- and long-term succession plans for the CEO and other senior management. | | HEDGING AND PLEDGING PROHIBITIONS | • Our directors, officers and employees are prohibited from engaging in short sales of Resideo securities and selling or purchasing puts or calls or otherwise trading in or writing options on Resideo securities and using certain financial instruments (including forward sale contracts, equity swaps, collars and exchange funds), holding securities in margin accounts or pledging Resideo securities as collateral, in each case, that are designed to hedge or offset any decrease in the market value of Resideo securities. | | STOCK OWNERSHIP GUIDELINES | • We have meaningful stock ownership guidelines: • CEO: 6x base salary • Other Executive Officers: 3x base salary • Non-employee directors: 5x annual cash retainer • Five-year period from appointment or election to meet the ownership requirement | | CLAWBACK POLICY | • We have a clawback policy requiring that, in the event the Company is required to prepare an accounting restatement, the Company will reasonably promptly recover any excess incentive-based compensation paid to our current and former executive officers based on any misstated financial reporting measure that was received during the three-year period preceding the date the Company is required to prepare the restatement. |
JEANNINE LANE
| Our Certificate of Incorporation, By-Laws, Committee Charters, Corporate Governance Guidelines and Code of Business Conduct are available on our Investor Relations website at investor.resideo.com. Paper copies of these documents can be obtained by writing to Resideo Technologies, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. |
JEANNINE LANE
Board Leadership Structure The Company’s current Board leadership structure separates the roles of an independent Chairman and CEO. The Board believes the current structure of separating the roles of Chairman and CEO allows for alignment of corporate governance with the interests of shareholders. The Board believes that this structure allows our CEO to focus on operating and managing the Company and leverages our Chairman’s experience in guidance and oversight. While the Board believes that this structure currently is in the best interests of Resideo and its shareholders, it does not have
JEANNINE LANE
| 22 | 2025 PROXY STATEMENT | |
JEANNINE LANE
a policy with respect to separating the roles of Chairman and CEO; however, at any time when the Chairman is not independent, our Corporate Governance Guidelines require that a Lead Independent Director be elected by the independent directors, with such Lead Independent Director having the duties and responsibilities set forth in those guidelines. Director Independence Providing objective, independent judgment is at the core of the Board’s oversight function. The Nominating and Governance Committee conducts an annual review of the independence of the directors and reports its findings to the full Board. The Board has affirmatively determined that all non-employee directors satisfy the independence criteria in the applicable NYSE listing standards and SEC rules (including the enhanced criteria with respect to members of the Audit Committee and the Compensation and Human Capital Management Committee). For a director to be considered independent, the Board must determine that the director does not have any material relationships with Resideo, either directly or as a partner, shareholder or officer of an organization that has a relationship with Resideo, other than as a director and shareholder. Material relationships can include vendor, supplier, consulting, legal, banking, accounting, charitable and family relationships, among others. The Board’s assessment of independence is based on information derived from Resideo’s books and records and responses to questionnaires completed by the directors and officers in connection with the preparation of this Proxy Statement. Mr. Geldmacher, as an employee of Resideo, is the only director who does not satisfy the independence criteria described below. Committees of the Board Our Board consists of five standing Committees: Audit, Compensation and Human Capital Management, Nominating and Governance, Finance and Innovation and Technology. The Board has adopted written charters for each Committee, which are available on our Investor Relations website at investor.resideo.com. All Board members are invited to attend the meetings of each Committee, except as restricted by independence standards. The following table sets forth the Board Committees and the current members of each of the Committees.
JEANNINE LANE
| | Independent | Audit | Compensation and Human Capital Management | Nominating and Governance | Finance | Innovation and Technology | | Andrew Teich | | | Member | Member | | Chair | | Paul Deninger | | Member | | Member | Chair | | | Jay Geldmacher | | | | | | | | Cynthia Hostetler | | | | Chair | Member | | | Brian Kushner | | Member | | | Member | | | Jack Lazar | | Chair | | | | Member | | Nina Richardson | | | Member | Member | | | | Nathan Sleeper | | | | | | | | John Stroup | | | | | | | | Sharon Wienbar | | | Chair | | | Member | | Kareem Yusuf | | | Member | | | Member | | 2024 Meetings | | 7 | 6 | 7 | 13 | 5 |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 23 |
JEANNINE LANE
Each of our committees consists solely of directors who have been determined by the Board to be independent in accordance with SEC regulations, NYSE listing standards and the Company’s director independence standards (including the heightened independence standards and considerations for members of the Audit and Compensation and Human Capital Management Committees).
JEANNINE LANE
| COMMITTEE | RESPONSIBILITIES | | AUDIT COMMITTEE Jack Lazar, Chair Paul Deninger Brian Kushner | • Appoint and recommend to the shareholders for approval the firm to be engaged as the Company’s independent auditor and be directly responsible for the compensation, retention and oversight of the independent auditor, including the resolution of disagreements between management and the independent auditor regarding financial reporting; • Review the results of each external audit and other matters related to the conduct of the audit and advise the Board on whether it recommends that the audited financial statements be included in the annual report on Form 10-K; • Review with management and the independent auditors, prior to filing, the interim financial results to be included in quarterly reports on Form 10-Q; • Review and discuss with the independent auditors any identified critical audit matters; • Evaluate the independent auditor’s performance at least annually; • Approve all non-audit engagements with the independent auditor; • Review reports of the independent auditor and the chief internal auditor related to the adequacy of the Company’s internal accounting controls, disclosure processes and its procedures designed to ensure compliance with laws and regulations; • Consider and review, in consultation with the independent auditor and the chief internal auditor, the scope and plan for forthcoming external and internal audits; • Review annually the performance of the internal audit group; • Review annually the effectiveness of the integrity and compliance program; • Review management’s assessment of the effectiveness of the Company’s internal control over financial reporting; • Review, approve and establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or other legal, ethical, reputational or regulatory concerns; • Produce the annual Report of the Audit Committee included in the proxy statement; and • Oversee major financial risks and enterprise exposures and risk assessment and risk management policies, including risks related to cybersecurity and primary IT systems of record, material litigation and matters related to risks of the Company’s supply chain, manufacturing processes and product quality. | | Each member of the Audit Committee is an independent director under applicable SEC rules and NYSE listing standards and is “financially literate” under NYSE listing standards. The Board has determined that Messrs. Lazar, Deninger and Kushner each qualify as an “audit committee financial expert” under applicable SEC rules. In addition to Resideo, Mr. Lazar currently serves on the audit committee of four other public reporting companies. In February 2025, upon the review and recommendation of the Nominating and Governance Committee, the Board determined that Mr. Lazar’s simultaneous service on both the audit committees and boards of directors of five public companies (including the Company Board), did not impair his ability to effectively serve on the Company’s Audit Committee nor the Board and should not hinder his nomination for re-election to our Board in 2025. The Board required that Mr. Lazar transition back into compliance with the policy on membership on other boards set forth in the Corporate Governance Guidelines by the time of our 2025 annual meeting to facilitate a smooth transition of his board commitments. On April 10, 2025, ThredUp Inc. filed a Form 8-K with the SEC, advising that Mr. Lazar will resign from the Board, effective at the conclusion of ThredUp’s 2025 annual meeting of stockholders on May 21, 2025. With Mr. Lazar not standing for re-election at ThredUp, he will serve on the board of directors of four total public company boards as of our 2025 annual meeting, bringing him into compliance with the Company’s Corporate Governance Guidelines regarding membership on other boards. | |
JEANNINE LANE
| 24 | 2025 PROXY STATEMENT | |
JEANNINE LANE
| COMMITTEE | RESPONSIBILITIES | | COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE Sharon Wienbar, Chair Nina Richardson Andrew Teich Kareem Yusuf | • Review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance relative to these goals and objectives and determine and approve the CEO’s compensation level; • Review and approve the annual salary and other remuneration of the executive officers; • Periodically review the operation and structure of the Company’s compensation programs; • Review proposals for and determine total share usage under the Company’s equity compensation programs; • Oversee the Company’s plans, policies and programs related to hiring, development and retention of talent; • Review or take such action in connection with the bonus, stock, retirement and other benefit plans of the Company and its subsidiaries; • Establish and review annual stock ownership guidelines applicable to directors and senior management; • Advise the Board with respect to proposed changes in Board or committee compensation; • Review and discuss with management the Compensation Discussion and Analysis and other executive compensation disclosure included in the Proxy Statement; • Assist the Board in oversight of the Company’s policies and strategies relating to human capital management; • Produce the annual Compensation and Human Capital Management Committee Report included in the proxy statement; and • Exercise sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement. See “Oversight of Independent Compensation Consultant” on page 26 regarding the Compensation and Human Capital Management Committee’s engagement of a compensation consultant. | | The Compensation and Human Capital Management Committee may form and delegate its authority to subcommittees and management, when appropriate, including delegation to the CEO to determine and approve annual incentive and long-term incentive awards for non-executive employees of the Company as prescribed by the Compensation and Human Capital Management Committee. For more information on the responsibilities and activities of the Compensation and Human Capital Management Committee, including its processes for determining executive compensation, see “Compensation Discussion and Analysis” beginning on page 46. | | | NOMINATING AND GOVERNANCE COMMITTEE Cynthia Hostetler, Chair Paul Deninger Nina Richardson Andrew Teich | • Make recommendations to the Board concerning size, composition and organization of the Board, qualifications and criteria for election to the Board, nominees to be proposed by the Company for election to the Board, retirement from the Board, whether to accept any resignation tendered by a director and Board Committee assignments; • Actively seek individuals qualified to become Board members and recommend them to the full Board for consideration, including evaluating all potential candidates, including those suggested or nominated by third parties; • Consider director candidates holistically to ensure a diversity of perspectives, taking into consideration factors such as skills, experience, gender, ethnicity, race, nationality and age; • Make recommendations to the Board on the disclosures in the proxy statement on director independence, governance and director nomination matters; • Oversee the Company’s new director orientation program and continuing education program for incumbent directors; • Review and reassess the adequacy of the Company’s Corporate Governance Guidelines; • Oversee and report to the Board on the Company’s compliance with its programs relating to the Code of Business Conduct; • Oversee and report to the Board regarding the Company’s insider trading policies and procedures; • Oversee and report to the Board on the Company’s role as a responsible corporate citizen, including its corporate responsibility programs; • Oversee, and coordinate with other Committees as necessary, matters related to the Company’s supply chain processes; • Review reports from management regarding supply chain strategies and plans, including critical supply chain assessments; • Coordinate with the Audit Committee to properly assess risk related to the Company’s supply chain; and • Oversee the annual performance review of the Board and its Committees. | | FINANCE COMMITTEE Paul Deninger, Chair Cynthia Hostetler Brian Kushner | • Review matters related to the Company’s capital structure and allocation, financial condition, leverage and financial strategies, interest rate risk, expense management, strategic investments and dispositions such as significant mergers, acquisitions, divestitures, joint ventures, real estate purchases and other debt and equity investments; • Consider, review and recommend to the Board any Company dividend and share repurchase policies and programs; • Approve the Company’s derivatives and hedging policies and strategies for managing interest rate and foreign exchange rate exposure; • Review the Company’s investment policies and practices, credit ratings and ratings strategy; • Review the Company’s investor relations strategy; • Review the Company’s insurance practices and strategy; and • Review the types of information to be disclosed in connection with earnings releases and earnings guidance provided to analysts and rating agencies. |
JEANNINE LANE
| | 2025 PROXY STATEMENT | 25 |
JEANNINE LANE
| COMMITTEE | RESPONSIBILITIES | | INNOVATION AND TECHNOLOGY COMMITTEE Andrew Teich, Chair Jack Lazar Sharon Wienbar Kareen Yusuf | • Facilitate the Board’s oversight, review, discussion and understanding of the Company’s major technology and innovation strategies and plans in the following key areas: • Overall strategy and plans for major new products and solutions, summarizing key selling points/differentiation, enabling technologies, financial objectives and competitive positioning; • Investments in technology and software platforms; and • Technology trends that could significantly affect the Company and the businesses in which we operate. |
JEANNINE LANE
Compensation and Human Capital Management Committee Matters
Minimum Qualifications for Director Nominees and Board Member Attributes
Minimum Qualifications for Director Nominees and Board Member Attributes
Shareholder Recommendations for Director Nominees
Shareholder Recommendations for Director Nominees Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to Resideo Technologies, Inc., Nominating and Governance Committee, 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and By-Laws. The Nominating and Governance Committee will consider all candidates recommended by shareholders in the same manner as other it considers other candidates so long as they comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes.
Director Onboarding and Continuing Education
| Director Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Andrew Teich(2), Chairman of the Board | 390,927 | 159,980 | 550,907 | | Paul Deninger | 119,492 | 159,980 | 279,472 | | Cynthia Hostetler | 105,350 | 159,980 | 265,330 | | Brian Kushner | 111,641 | 159,980 | 271,621 | | Jack Lazar(3) | 120,611 | 159,980 | 280,591 | | Nina Richardson | 112,775 | 159,980 | 272,755 | | Nathan Sleeper(4) | 26,703 | 153,409 | 180,112 | | John Stroup(4) | 26,703 | 153,409 | 180,112 | | Sharon Wienbar | 117,383 | 159,980 | 277,363 | | Kareem Yusuf | 105,625 | 159,980 | 265,605 | | Roger Fradin, Former Chairman(5) | 276,250 | 159,980 | 436,230 |
Director Onboarding and Continuing Education
| (1) The stock award values set forth in the above 2024 Director Compensation Table represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. Annual equity retainer awards in the form of RSUs totaling 7,600 shares were made to non-employee directors on June 5, 2024, with a fair value of $21.05 per share, except for Mr. Sleeper and Mr. Stroup’s grants which were for 7,825 shares made on June 20, 2024 with a fair value of $19.61 per share. |
Director Onboarding and Continuing Education
| Director Name | Outstanding Equity Awards as of 12/31/2024 (#) | | Andrew Teich | 57,398 | | Paul Deninger | 7,600 | | Cynthia Hostetler | 39,280 | | Brian Kushner | 7,600 | | Jack Lazar | 56,620 | | Nina Richardson | 30,122 | | Nathan Sleeper(1) | 7,825 | | John Stroup(1) | 7,825 | | Sharon Wienbar | 33,062 | | Kareem Yusuf | 27,108 | | Roger Fradin, Former Chairman | 7,600 |
Resideo’s 2024 Executive Compensation Program
| BASE SALARY | • Salaries are competitive with median market practice for the individual’s role, taking into consideration individual performance, experience, scope of role relative to market benchmarks and other factors | | ANNUAL INCENTIVE PLAN | • Our 2024 annual incentives were tied to achieving growth and profitability targets approved by the Board • Financial metrics for 2024 were net revenue and operating income margin, which represented 100% of the target incentive opportunity | | LONG-TERM INCENTIVES | • Target LTI values were granted to our NEOs through two equity instruments: • RSUs representing 40% of the total LTI value for our CEO, and 50% of the total LTI value for other NEOs, vesting annually over three years in equal, one-third installments; and • Performance share units (“PSUs”) representing 60% of the total LTI value for our CEO, and 50% of the total LTI value for other NEOs, with potential payout determined based on our total shareholder return measured against the total shareholder return of the companies in the S&P 600 Index (“rTSR”) |
Resideo’s 2024 Executive Compensation Program
The Committee approved a 2024 executive compensation program that reflects our business strategy and a strong pay-for-performance culture. Our rTSR-based PSUs will be earned based on our performance against that of the companies in the S&P 600 Index over a three-year performance period and are intended to directly align the interests of our NEOs with that of our shareholders. Our RSU awards further align the interests of our NEOs with our shareholders and provide a meaningful retention vehicle.
2024 Annual Incentive Plan
2024 Annual Incentive Plan The fiscal 2024 annual incentive plan provided NEOs the opportunity to earn a cash bonus with a target amount equal to a specified percentage of the NEO’s base salary. Under the 2024 annual incentive plan, our NEOs were eligible to receive a payout ranging from a threshold payment of 50% to a maximum of 200% of the target award allocated to the achievement of each financial metric. No bonus is paid if performance under both metrics is below threshold. If one metric is below threshold and the other is above threshold, the maximum payout is 100% of target. In determining the financial metrics used to set performance targets for the 2024 annual incentive compensation awards, the Committee considered, among other factors, the importance of a clear and direct link between our financial results and awards under our annual incentive plan. To that end, for 2024, the Committee selected financial metrics, consisting of reported Net Revenue and Operating Income as a percentage of Net Revenue (“Operating Income Margin”). Cash Flow From Operations, which was a metric used in the 2023 annual incentive plan was removed for 2024 to create intense focus on growth and margin. At the time the metrics were set for 2024, the Committee also determined that certain items not contemplated at that time would be excluded from the results determined after the end of the year, including the results of businesses acquired and divested during 2024, unanticipated legal settlements, restructuring and similar unusual events. The relative weighting of each financial metric and a definition of the metric is set forth below:
2024 Annual Incentive Plan
| Financial Metric | Weighting | Definition* | | Net Revenue (Constant Currency) | 50% | The aggregate transaction price recognized from satisfied performance obligations for the products and services provided to our customers net of discounts, rebates, other customer incentive programs, and gross customer returns. For purposes of this financial metric, net revenue is determined on a constant currency basis to remove the impact of foreign currency fluctuations. | | Operating Income Margin | 50% | Represents the ratio of operating income to revenue |
2024 Annual Incentive Plan
| * The measures of Net Revenue and Operating Income Margin at the segment level are calculated consistent with the segment footnote reported in the Company’s Form 10-K for the year ended December 31, 2024. |
2024 Annual Incentive Plan
In setting the 2024 financial targets, the Committee was focused on our commitment to aligning executive compensation with the Company’s financial performance and strategic goals, and incentivizing behaviors aligned with shareholder interests. The Committee approved the measurement of revenue on a constant currency basis, which removes the impact of foreign currency fluctuations. The financial goals for 2024 were lower than the prior year because we made changes to our business that we expect will drive value. This was in part due to the sale of our Genesis business in October 2023, which would have contributed approximately $105 million in net revenue, anticipated customer impacts in the P&S business (an approximately $87 million headwind), exiting some lower priority markets for ADI, and the sale of our Herman Integrated Solution business, all of which the Committee took into consideration when establishing the 2024 performance metric targets. The operating income margin goal, which was set with competitive pricing pressures and inflationary headwinds expected, was also impacted by additional SG&A costs due to planned restructuring efforts in the business, but was flat as a percentage of sales relative to actual 2023 results when the costs associated with restructuring are excluded. Following the acquisition of Snap One in June 2024, the Committee considered the importance of an effective integration and, to incentivize leadership, the Committee modified the 2024 financial targets for the executive team for the period September 1, 2024 through December 31, 2024, to include the Snap One revenue and operating income margin forecasts in revised annual bonus plan goals for Mr. Aarnes and the other corporate officers to drive performance of this acquired business. In certifying the level of performance achieved for 2024, the Committee approved adjustments consistent with the types of items intended to be excluded when the metrics were set, which included unanticipated legal settlements, impacts of foreign exchange rates, and amounts related to restructuring, impairment and extinguishment costs that were not contemplated at the time the goals were originally determined. These adjustments resulted in a $32 million
2024 Annual Incentive Plan
| | 2025 PROXY STATEMENT | 51 |
2024 Annual Incentive Plan
increase, $13 million decrease, and $19 million increase in revenue for total Resideo, ADI, and P&S respectively. Operating income margin increased by 50 bps, 10 bps, and 80 bps for total Resideo, ADI, and P&S, respectively.
2024 Annual Incentive Plan
| Financial Performance* | For the Period January 1, 2024 – December 31, 2024 | | | | | | | | Total Company Financial Metrics* (Weight) | Threshold ($M) | Goal ($M) | Maximum ($M) | Actual ($M) | Financial Performance % of Goal | Financial Performance Payout % | Weighted Payout % | | Net Revenue (Constant Currency)(50%) | $5,886 | $6,540 | $7,194 | $6.596 | 100.9% | 109% | 54% | | Operating Income Margin (50%) | 7.5% | 8.8% | 10.1% | 9.5% | 107.5% | 150% | 75% | | Total Company | | | | | | | 129.2% |
2024 Annual Incentive Plan
| Financial Performance* | For the Period January 1, 2024 – December 31, 2024 | | | | | | | | ADI Global Distribution Financial Metrics (Weight) | Threshold ($M) | Goal ($M) | Maximum ($M) | Actual ($M) | Financial Performance % of Goal | Financial Performance Payout % | Weighted Payout % | | Net Revenue (Constant Currency) (50%) | $3,580 | $3,978 | $4,376 | $4,013 | 100.9% | 104% | 52% | | Operating Income Margin (50%) | 5.2% | 6.1% | 7.0% | 5.7% | 93.7% | 79% | 40% | | ADI Total | | | | | | | 92% | | Total Company | | | | | | | 129.2% | | Weighted Total (50% ADI Total/50% Company Total) | | | | | | | 110.5% |
2024 Annual Incentive Plan
| Financial Performance* | For the Period January 1, 2024 – December 31, 2024 | | | | | | | | Products & Solutions Financial Metrics* (Weight) | Threshold ($M) | Goal ($M) | Maximum ($M) | Actual ($M) | Financial Performance % of Goal | Financial Performance Payout % | Weighted Payout % | | Net Revenue (Constant Currency) (50%) | $2,306 | $2,562 | $2,818 | $2,582 | 100.8% | 108% | 54% | | Operating Income Margin (50%) | 15.4% | 18.1% | 20.8% | 20.2% | 112.0% | 180% | 90% | | Products and Solutions Total | | | | | | | 143.9% | | Total Company | | | | | | | 129.2% | | Weighted Total (50% Products and Solutions Total/50% Company Total) | | | | | | | 136.6% |
2024 Annual Incentive Plan
| * Actual results are reported at constant currency. |
2024 Annual Incentive Plan
The annual incentive plan financial metrics for our NEOs, other than Messrs. Aarnes, Surran and Carlet, were based on Resideo’s consolidated results. The financial metrics for Mr. Aarnes’ annual incentive award were weighted 50% on the results of the ADI segment, and 50% on Resideo’s consolidated results. The financial metrics for Mr. Surran’s annual incentive award were weighted 50% on the results of the Products & Solutions segment and 50% on Resideo’s consolidated results. The 2024 annual incentive for Mr. Carlet was based on the Snap One bonus plan metrics of Adjusted EBITDA, Contribution Margin and Control4 Connect Attach Rate and the financial results against those metrics for the period from January 1 through August 8, 2024 and for the period from August 9 through December 31, 2024 was based on the Resideo Bonus Plan metrics and Resideo consolidated financial results.
2024 Annual Incentive Plan
| 52 | 2025 PROXY STATEMENT | |
2024 Annual Incentive Plan
To determine the actual 2024 annual incentive cash awards paid to each NEO pursuant to the annual incentive plan, the following formula was applied. The base salary amount used in the formula was the NEO’s 2024 base salary rate.
2024 Annual Incentive Plan
| NEO | 2024 Base Salary | Bonus Target % | Financial Performance Payout Percentage | Annual Incentive Cash Award | | Jay Geldmacher | $1,066,000 | 150% | 129.2% | $2,065,908 | | Michael Carlet(1) | $575,000 | 90.9% | 73.2% | $382,854 | | Robert Aarnes | $643,700 | 100% | 110.5% | $711,289 | | Tom Surran | $565,000 | 100% | 136.6% | $771,790 | | Jeannine Lane | $567,600 | 80% | 129.2% | $586,671 | | Anthony Trunzo | $669,900 | 100% | 129.2% | $865.511 | | Dana Huth | $540,800 | 80% | 131.1% | $567,061 |
2024 Annual Incentive Plan
| (1) Mr. Carlet’s bonus opportunity was increased from 85% to 100% at the time of his promotion to CFO. The annual incentive payout for Mr. Carlet reflects the proration of his bonus between performance against the Snap One bonus plan and the Resideo Bonus Plan for portions of the year. |
2024 Long-Term Incentives
2024 Long-Term Incentives The goal of our LTI plan is to align the compensation of our executives with the interests of shareholders by encouraging strong operational and financial performance that results in long-term shareholder value creation. LTI compensation also serves as a retention instrument and provides equity-building opportunities for executives. These equity awards are granted under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “2018 Stock Incentive Plan”). In determining the target award value for each executive, the Committee considers competitive LTI award information among our peer group companies provided by the independent compensation consultant, taking into consideration the total value of all elements of compensation. Further, the Committee recognizes the importance of LTI awards in providing a compensation package that will motivate and retain Company executives. The table below shows the mix of annual LTI components for 2024:
2024 Long-Term Incentives
| | CEO (% of Total LTI) | Other NEOs (% of Total LTI) | | Performance Stock Units (PSUs) | 60% | 50% | | Restricted Stock Units (RSUs) | 40% | 50% |
2024 Long-Term Incentives
| Name | 2024 LTI Award Target Value | 2024 PSU Target Value | 2024 RSU Target Value | | Jay Geldmacher | $8,000,000 | $4,800,000 | $3,200,000 | | Michael Carlet(1) | $400,000 | $200,000 | $200,000 | | Robert Aarnes | $2,200,000 | $1,100,000 | $1,100,000 | | Tom Surran | $2,000,000 | $1,000,000 | $1,000,000 | | Jeannine Lane | $1,300,000 | $650,000 | $650,000 | | Anthony Trunzo | $2,250,000 | $1,125,000 | $1,125,000 | | Dana Huth | $1,500,000 | $750,000 | $750,000 |
2024 Long-Term Incentives
| (1) Mr. Carlet was appointed as our Chief Financial Officer on August 8, 2024 and received a prorated 2024 annual grant. The table above does not include the value of the Snap One equity awards he received in fiscal 2024 before the closing of the acquisition, which were assumed by Resideo in the acquisition. |
2024 Long-Term Incentives
| | 2025 PROXY STATEMENT | 53 |
2024 Long-Term Incentives
The number of shares awarded to each NEO for each component of the award is determined by dividing the target value by the average of the closing stock price of a share of the Company’s common stock on the three market trading days leading up to and including the grant date, rounded down to the nearest cent. 2024 RSUs The annual RSUs awarded in 2024 will vest ratably over a three-year period, with one-third of the shares vesting on each anniversary of the grant date, subject to the recipient being employed by the Company through each vesting date. 2024 PSUs The PSUs granted in 2024 will vest based on an rTSR metric and will be earned by comparing our total shareholder return to the total shareholder return of other companies in the S&P 600 Index from January 1, 2024 through December 31, 2026. The threshold, target and maximum levels of rTSR achievement that correspond to the number of shares that will be earned are set forth below. Performance below the threshold level will result in no shares being paid. The arrangement is similar to PSUs awarded in 2023. The comparator group used to determine a payout under 2024 PSU awards is the S&P 600 Index.
2024 Long-Term Incentives
| | Percentile Rank | Payout as percent of Target shares* | | Threshold | 25th | 50% | | Target | 55th | 100% | | Maximum | 75th | 200% |
2024 Long-Term Incentives
| * Linear interpolations between points |
2022 PSUs
2022 PSUs December 31, 2024 marked the end of the three-year performance period for PSUs granted in February 2022. Those PSUs vested based on the ranking of Resideo’s total shareholder return (“TSR”) over the three-year period from January 1, 2022 through December 31, 2024 as compared to the TSR of the companies in the S&P 400 Industrials Index over the same period. The total shares that could have been earned by an executive under these awards range from 50% of the target award for achievement of the minimum level of performance to a maximum of 200% of the target award. Based on Resideo achieving a TSR rank of 46 out of the 66 companies in the S&P 400 Industrials Index, which represents a 30.77 percentile ranking, the 2022 PSU awards achieved a payout of 59.62% of the target award.
Special Awards to Mr. Aarnes and Mr. Surran
Special Awards to Mr. Aarnes and Mr. Surran The Committee approved a special grant of $5 million in RSUs for Mr. Aarnes in February 2024 and a special grant of $3 million in RSUs for Mr. Surran in February 2025 for retention. Unlike the standard annual RSU awards, the special RSU awards vest 50% on each of the third and fourth anniversaries of the grant date and do not provide for continued vesting in the event of retirement. The Committee considered a variety of factors when making the decision to provide the special grants, including the outstanding leadership of Messrs. Aarnes and Surran in driving performance for their respective divisions, ADI and P&S. For Mr. Aarnes, the anticipated acquisition of Snap One, which expanded our smart technology portfolio and broadens our distribution capabilities across the residential and commercial markets, expanded his responsibilities significantly. In addition, the Committee felt Mr. Aarnes’ leadership was critical to the successful integration of the business. Mr. Surran, who was hired late in 2023, was tasked with a significant restructuring of the P&S business to drive great shareholder value. His focus on new product introduction has led to greater market adoption of our products while assuming additional leadership responsibilities for corporate innovation and revenue. These changes have also made his role more complex with the increase in responsibilities. The leadership demonstrated by each of these executives during periods of transition, their importance to the future of the organization, and the need to ensure their retention and business stability, were all important factors. Lastly, the total value of their outstanding equity in absolute and relative terms was considered in the Committee’s decision to make these special awards.
Severance Plan
Severance Plan Each of our NEOs, other than Mr. Geldmacher, Mr. Trunzo and Mr. Huth, participates in the Resideo Technologies, Inc. Severance Plan for Designated Officers (the “Severance Plan”). The Severance Plan addresses severance for our NEOs upon a termination following a change in control (“CIC”), considered a “double trigger”, and is intended to ensure the continued attention of our NEOs to their roles and responsibilities without the distraction that may arise from the possibility of a job loss concurrent with a CIC of the Company. In addition, the Severance Plan provides for severance payments and benefits that become payable if the employment of one of our NEOs is terminated by us without “cause” (as defined in the Severance Plan) subject to such individual signing and not revoking a release of claims. The Committee adopted the Severance Plan to provide competitive post-employment compensation arrangements that promote the continued attention, dedication and continuity of the members of our senior management team, including our NEOs, and enable us to continue to recruit talented senior executive officers. The Committee intends to periodically review the severance available to our NEOs under the Severance Plan to ensure ongoing competitiveness and alignment with our overall compensation philosophy. In addition, the Compensation Committee adopted an Executive Officer Cash Severance Policy providing the following:
Severance Plan
| • | We will not enter into or amend a severance arrangement to provide payment of cash severance benefits to an executive officer exceeding 2.99 times the sum of the executive officer’s annual base salary plus the executive officer’s target annual cash incentive award without presenting it for advisory ratification at the next regularly scheduled annual meeting of shareholders. |
Severance Plan
The severance benefits provided to our NEOs are outlined in the Potential Payments Upon Termination or Change in Control Table found later in this Proxy Statement.
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan Executive officers (including the NEOs) may choose to participate in the Resideo Supplemental Savings Plan, a nonqualified deferred compensation plan that permits additional tax-deferred retirement savings options. The Resideo Supplemental Savings Plan has two components, the Deferred Incentive Program (“DIP”) and the Supplemental Savings Program (“SSP”). Executive officers can elect to defer up to 100% of their annual incentive award under the DIP component. In addition, under the SSP component, executive officers may also elect to defer eligible compensation that cannot be contributed to the Company’s 401(k) plan due to IRS limitations. The amounts contributed to the Supplemental Savings Plan are eligible for company matching credits, not to exceed 100% of the first 7% contributed combined between the SSP and the Company’s 401(k) plan. The participant account balances in the SSP are subject to gains and losses, based on the returns of the Fidelity® U.S. Bond Index Fund.
Nonqualified Deferred Compensation Plan
| | 2025 PROXY STATEMENT | 55 |
Tax Deductibility of Executive Compensation
| Officer Name | Position | Year | Base Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Changes in Pension Value and Non Qual. Deferred Comp Earnings ($)(4) | All Other Compensation ($)(5) | Total Compensation ($) | | Jay Geldmacher | President & Chief Executive Officer | 2024 | 1,066,000 | — | 11,846,817 | 2,065,908 | — | 22,132 | 15,000,857 | | | | 2023 | 1,057,654 | 1,548,634 | 10,743,018 | 1,854,840 | — | 3,464 | 15,207.609 | | | | 2022 | 1,025,712 | — | 10,380,918 | 1,164,375 | — | 4,403 | 12,575,407 | | Michael Carlet | EVP, Chief Financial Officer | 2024 | 482,692 | — | 473,351 | 382,854 | — | 6,167 | 1,345,064 | | Robert Aarnes | President, ADI Global Distribution | 2024 | 638,638 | — | 7,914,367 | 711,289 | 83,990 | 32,071 | 9,380,356 | | | | 2023 | 616,884 | — | 2,829,023 | 624,900 | 82,242 | 26,222 | 4,179,271 | | | | 2022 | 589,784 | — | 2,753,100 | 579,057 | 91,869 | 22,706 | 4,036,516 | | Tom Surran | President, Productions & Solutions | 2024 | 565,000 | — | 2,321,685 | 771,790 | — | 77,089 | 3,735,564 | | Jeannine Lane | EVP, General Counsel & Corporate Secretary | 2024 | 563,131 | — | 1,509,087 | 586,671 | 261,161 | 52,545 | 2,972,595 | | | | 2023 | 546,692 | — | 1,671,680 | 511,328 | 318,764 | 30,546 | 3,079,010 | | | | 2022 | 525,711 | — | 1,626,863 | 321,000 | 152,028 | 24,535 | 2,650,137 | | Anthony Trunzo | Former EVP, Chief Financial Officer(6) | 2024 | 664,623 | — | 2,611,915 | 865,511 | 6,177 | 55,783 | 4,204,010 | | | | 2023 | 645,198 | — | 2,893,334 | 754,348 | 3,241 | 47,790 | 4,343,911 | | | | 2022 | 625,684 | — | 2,815,717 | 473,513 | — | 46,496 | 3,961,409 | | Dana Huth | Former EVP, Chief Revenue Officer(7) | 2024 | 536,546 | — | 1,741,264 | 567,061 | 2,115 | 50,404 | 2,897,390 | | | | 2023 | 509,048 | — | 1,921,957 | 487,200 | 954 | 37,625 | 2,956,785 |
Pension Benefit Calculation Formulas
| • | The Retirement Earnings Plan (“REP”) formula is used to determine the amount of pension benefits for each of our NEOs under the RPP and the SPP. Under this formula, benefits are paid as a lump sum equal to (a) 3% or 6% of final average compensation (the average of a participant’s annual compensation for the five calendar years that produces the highest average out of the previous 10 calendar years) multiplied by (b) credited service. |
Pension Benefit Calculation Formulas
| NAME | DESCRIPTION OF PENSION BENEFITS/FORMULA | | Mr. Aarnes | • Mr. Aarnes’ pension benefits under the RPP and the SPP are determined under the 3% REP formula. | | Ms. Lane | • Ms. Lane’s pension benefits under the RPP and the SPP are determined under the 6% REP formula. |
Pension and Non-Qualified Deferred Compensation
Pension and Non-Qualified Deferred Compensation Pension and non-qualified deferred compensation benefits, which are described elsewhere in this Proxy Statement, are not included in the table below in accordance with the applicable proxy statement disclosure requirements, even though they may become payable at the times specified in the table. If an executive who participates in the RSSP terminates employment with Resideo, the balance of that executive’s SSP or DIP account will be paid to the executive in June of the year following his or her termination. Similarly, if an executive who is a participant in the RPP or the SPP described above terminates employment, the executive’s balance in the pension plan will be paid to the executive 105 days after his or her termination date. The following table summarizes estimated payments and benefits to which our NEOs would be entitled upon the hypothetical occurrence of various termination scenarios or a CIC. The information in the table below is based on the assumption, in each case, that the termination of employment occurred on December 31, 2024. None of these termination benefits are payable to NEOs who voluntarily resign (other than voluntary resignations for good reason as specified or certain qualifying retirements) or whose employment is terminated by us for cause. Because Mr. Trunzo’s employment terminated March 15, 2025, he is only included in the table below for the scenario applicable to his separation, which was a termination by the Company without cause, and the amounts shown for him reflect the actual payments and benefits he is entitled to receive as a result of his termination.
Pension and Non-Qualified Deferred Compensation
| 68 | 2025 PROXY STATEMENT | |
Pension and Non-Qualified Deferred Compensation
| Payments and Benefits | Named Executive Officer | Termination by the Company Without Cause ($)(A) | Death ($) | Disability ($) | Change-in-Control– No Termination of Employment ($) | Change-in-Control– Termination of Employment by Company, Without Cause, by NEO for Good Reason ($) | | Cash Severance(1) (Base Salary) | Jay Geldmacher | — | — | — | — | — | | | Michael Carlet | 862,500 | — | — | — | 1,150,000 | | | Robert Aarnes | 965,550 | — | — | — | 1,287,400 | | | Tom Surran | 847,500 | — | — | — | 1,130,000 | | | Jeannine Lane | 851,400 | — | — | — | 1,135,200 | | | Anthony Trunzo | 1,004,850 | — | — | — | — | | | Dana Huth | 811,200 | — | — | — | 811,200 | | Annual Incentive Compensation(2) –Year of Termination | Jay Geldmacher | — | — | — | — | — | | | Michael Carlet | — | — | — | — | 1,150,000 | | | Robert Aarnes | — | — | — | — | 1,287,400 | | | Tom Surran | — | — | — | — | 1,130,000 | | | Jeannine Lane | — | — | — | — | 908,160 | | | Anthony Trunzo | — | — | — | — | — | | | Dana Huth | — | — | — | — | — | | Outstanding Equity Awards(3) | Jay Geldmacher | — | 23,118,643 | 23,118,643 | — | 23,118,643 | | | Michael Carlet | — | 3,270,311 | 3,270,311 | — | 3,270,311 | | | Robert Aarnes | — | 13,472,979 | 13,472,979 | — | 13,472,979 | | | Tom Surran | — | 3,164,488 | 3,164,488 | — | 3,164,488 | | | Jeannine Lane | — | 3,893,767 | 3,893,767 | — | 3,893,767 | | | Anthony Trunzo | — | — | — | — | — | | | Dana Huth | — | 4,333,262 | 4,333,262 | — | 4,333,262 | | Benefits(4) | Jay Geldmacher | — | — | — | — | — | | | Michael Carlet | 24,737 | — | — | — | 32,983 | | | Robert Aarnes | 26,222 | — | — | — | 34,963 | | | Tom Surran | 22,581 | — | — | — | 30,107 | | | Jeannine Lane | 16,654 | — | — | — | 22,206 | | | Anthony Trunzo | 26,222 | — | — | — | — | | | Dana Huth | 26,222 | — | — | — | 26,222 | | Total | Jay Geldmacher | — | 23,118,643 | 23,118,643 | — | 23,118,643 | | | Michael Carlet | 887,237 | 3,270,311 | 3,270,311 | — | 5,603,294 | | | Robert Aarnes | 991,772 | 13,472,979 | 13,472,979 | — | 16,082,741 | | | Tom Surran | 870,081 | 3,164,488 | 3,164,488 | — | 5,454,596 | | | Jeannine Lane | 868,054 | 3,893,767 | 3,893,767 | — | 5,959,333 | | | Anthony Trunzo | 1,031,072 | — | — | — | — | | | Dana Huth | 837,422 | 4,333,262 | 4,333,262 | — | 5,170,684 |
Pension and Non-Qualified Deferred Compensation
The amounts reflected in the first column related to involuntary termination unrelated to a CIC, as well as the final two columns specific to circumstances following a CIC, are based on the provisions of the Severance Plan, and the provisions of the 2018 Stock Incentive Plan.
Pension and Non-Qualified Deferred Compensation
| (1) Severance amounts in the event of involuntary termination not related to a CIC represent a cash payment equal to 18 months of annual base salary for NEOs other than Mr. Geldmacher, Mr. Trunzo and Mr. Huth, and represents a cash payment equal to 12 months of annual base salary for Mr. Huth. Pursuant to the transition agreements between Mr. Geldmacher, Mr. Trunzo and Mr. Huth and the Company, these NEOs are no longer covered under the Severance Plan, so no cash (salary), annual incentive or health benefits are included in the table above for circumstances involving a termination following a Change in Control, except that Mr. Huth would be entitled to the same severance as he would receive under the Executive Severance Plan for an involuntary termination unrelated to a CIC. Severance amounts reported for other named executives related to an involuntary termination or termination for good reason related to a CIC represent a cash payment equal to 24 months of annual base salary, based on the highest base salary paid during the preceding 36 months, as well as two times the NEO’s |
Pension and Non-Qualified Deferred Compensation
| | 2025 PROXY STATEMENT | 69 |
Pension and Non-Qualified Deferred Compensation
annual incentive calculated based on the greater of the average annual incentive target for the preceding 3 years or the NEO’s current target annual incentive compensation. No severance amounts for the year of termination are reported for an involuntary termination without cause unrelated to a CIC; however, in the limited circumstance such termination occurs in connection with a reduction-in-force between December 31, 2024 and the payment date, the NEO would be entitled to receive the payout if the NEO signs a release.
Pension and Non-Qualified Deferred Compensation
| (2) In addition to the amounts reflected in the final column, if an NEO is terminated without cause in situations following a CIC, the NEO will also be entitled to a pro-rated Annual Incentive Award for the period of employment during the year of termination. |
Pension and Non-Qualified Deferred Compensation
| (3) Amounts represent the intrinsic value of RSUs and PSUs as of December 31, 2024 for which the vesting would be accelerated pursuant to the award terms described above. The value included for RSUs and PSUs is the product of the number of units for which vesting would be accelerated and $23.05, the closing price of Resideo common stock on December 31, 2024. |
Pension and Non-Qualified Deferred Compensation
| (4) The amounts reflected represent the Company’s cost for continuation of benefits, such as medical, dental, vision and life insurance, for the Salary Continuation Period as defined under the Severance Plan. |
Pension and Non-Qualified Deferred Compensation
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the individual identified as our median paid employee and the annual total compensation of Mr. Jay Geldmacher, our President and Chief Executive Officer (the CEO). For 2024, our last completed fiscal year:
Pension and Non-Qualified Deferred Compensation
| • | the annual total compensation of our median employee was $47,057; and |
Pension and Non-Qualified Deferred Compensation
| • | the annual total compensation of our CEO as reported in the Summary Compensation Table of this proxy statement on page 58 was $15,000,857. |
Pension and Non-Qualified Deferred Compensation
Based on this information, for 2024, the ratio of the annual total annualized compensation of Mr. Geldmacher, our CEO, to the annual total compensation of the median employee was estimated to be 319 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. To identify our median employee for 2024, we considered our global population as of October 1, 2024 (the “Measurement Date”). As of the Measurement Date, our total global employee population (excluding our CEO) consisted of approximately 14,628 individuals.
Pension and Non-Qualified Deferred Compensation
| Total U.S. Employees | 4,101 | | | Total Non-U.S. Employees | 10,527 | (no exemptions utilized) | | Total Global Workforce | 14,628 | |
Pension and Non-Qualified Deferred Compensation
To identify the “median employee” from our total global employee population (excluding our CEO), we aggregated annual total base salary and actual incentive awards paid during 2024, including bonuses and commissions. We also annualized the compensation of all newly hired permanent employees who were employed on the measurement date, for the 12-month period ended December 31, 2024, as permitted under SEC rules. All non-U.S. pay components were converted to U.S. dollars using the same currency exchange rates in effect in our financial records at October 1, 2024. Once we identified the median employee, we determined the median employee’s total compensation by applying the same rules required to report NEO compensation on the Summary Compensation Table. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pension and Non-Qualified Deferred Compensation
| 70 | 2025 PROXY STATEMENT | |
Pension and Non-Qualified Deferred Compensation
Pay Versus Performance Under the rules of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance in conformance with Item 402(v) of Regulation S-K. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table on page 58 and CEO and other NEO performance year compensation tables shown on pages 52 and 53, respectively. See below for a reconciliation of the total compensation shown in the Summary Compensation Table to CAP. Resideo’s Compensation and Human Capital Management Committee makes executive compensation decisions independent of SEC disclosure requirements and reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance. See “Compensation Discussion and Analysis” above for a discussion of our decision-making process.
Pay vs Performance Table(1)
Pay vs Performance Table(1)
Pay vs Performance Table(1)
| Year | Summary Compensation Table Total for First CEO (CEO 1) | Summary Compensation Table Total for Second CEO(2)(3) (CEO 2) | Compensation Actually Paid to First CEO (CEO 1) | Compensation Actually Paid to Second CEO(2)(3) (CEO 2) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid for Non-CEO NEOs(2)(3) | Value of Fixed $100 Investment Based on: | | Net Income | Operating Income Margin(6) | | | | | | | | | Total Shareholder Return(4) | S&P 600 Total Shareholder Return(5) | | | | 2024 | — | $15,000,857 | — | $20,935,069 | $4,089,163 | $6,343,168 | $193 | $138 | $116,000,000 | 7.70% | | 2023 | — | $15,207,609 | — | $15,077,967 | $3,741,970 | $4,017,606 | $158 | $129 | $210,000,000 | 9.60% | | 2022 | — | $12,575,407 | — | ($3,523,691) | $3,610,970 | ($1,990,076) | $138 | $113 | $283,000,000 | 10.48% | | 2021 | — | $14,103,270 | — | $16,023,137 | $3,977,809 | $5,726,287 | $218 | $137 | $242,000,000 | 9.84% | | 2020 | $3,906,587 | $4,697,966 | $3,659,863 | $12,432,207 | $3,191,673 | $6,198,341 | $178 | $110 | $37,000,000 | 9.70% |
Pay vs Performance Table(1)
| (1) Resideo’s first chief executive officer for fiscal 2020 was Michael Nefkens. Resideo’s second chief executive officer for fiscal 2020 through fiscal 2024 was Jay Geldmacher. Resideo’s other, non-CEO, NEOs for fiscal 2020 were Anthony Trunzo, Stephen Kelly, Robert Aarnes, Jeannine Lane, Robert Ryder, Michael Flink, and Sachin Sankpal. Resideo’s other, non-CEO, NEOs for fiscal 2021 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Travis Merrill. Resideo’s other, non-CEO, NEOs for fiscal 2022 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Jeannine Lane. Resideo’s other, non-CEO, NEOs for fiscal 2023 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, Jeannine Lane, and Dana Huth. Resideo’s other, non-PEO, NEOs for fiscal 2024 were Anthony Trunzo, Robert Aarnes, Jeannine Lane, Dana Huth, Michael Carlet, and Tom Surran. |
Pay vs Performance Table(1)
| | 2025 PROXY STATEMENT | 71 |
Pay vs Performance Table(1)
| (2) The table below reconciles Total Compensation from the Summary Compensation Table to CAP to our CEOs and Non-CEO NEOs (averaged): |
Pay vs Performance Table(1)
| Compensation Actually Paid Calculation Detail | | | | Compensation Element | 2024 (CEO 2) | 2024 (Avg. Non-CEO NEO) | | SCT Reported Total Compensation | $15,000,857 | $4,089,163 | | (i) Aggregate SCT Reported Equity Compensation (-) | $11,846,817 | $2,761,945 | | (ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $12,427,621 | $4,231,881 | | (iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) | $5,118,537 | $721,136 | | (iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $0 | $23,621 | | (v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) | $234,871 | $98,220 | | (vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $0 | $0 | | (vii) Year-Over-Year Change in Deferred Benefits and Pension Value (-) | $0 | $58,907 | | (viii) Current Year Pension Service Costs (+) | $0 | $0 | | Compensation Actually Paid Determination | $20,935,069 | $6,343,168 |
Pay vs Performance Table(1)
| (3) Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718. |
Pay vs Performance Table(1)
| (4) Total shareholder return calculated based on an assumed $100 investment as of December 31, 2019. |
Pay vs Performance Table(1)
| (5) S&P 600 index total shareholder return calculated based on an assumed $100 investment as of December 31, 2019. In our pay versus performance disclosures for 2022, we used the S&P 400 Industrials Index. Pursuant to SEC guidance, we have changed the index used for our peer group due to Resideo’s inclusion in the S&P 600 index. A comparison of our TSR, the S&P 400 Industrial Index TSR, and the S&P 600 TSR is below: |
Pay vs Performance Table(1)
| Year | Resideo | S&P 400 Industrials Index | S&P 600 Index | | 2024 | $193 | $194 | $138 | | 2023 | $158 | $172 | $129 | | 2022 | $138 | $132 | $113 | | 2021 | $218 | $150 | $137 | | 2020 | $178 | $116 | $110 |
Pay vs Performance Table(1)
| (6) Calculation of Operating Income Margin, as adjusted for incentive compensation purposes, is described under “Compensation Discussion and Analysis — Elements of Compensation — 2024 Annual Incentive Plan” above. |
Pay vs Performance Table(1)
| 72 | 2025 PROXY STATEMENT | |
Pay vs Performance Narrative Disclosure
Pay vs Performance Narrative Disclosure The following graphs provide a description of the relationships between Resideo’s total shareholder return relative to peer comparator index, as well as compensation actually paid relative to Resideo’s total shareholder return, net income, and operating income percentage over the last five completed fiscal years.
Pay vs Performance Narrative Disclosure
| | 2025 PROXY STATEMENT | 73 |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important financial measures used to link compensation actually paid with Resideo performance during the most recently completed fiscal year:
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| Operating Income Margin* | | Constant Currency Net Revenue* | | Relative Total Shareholder Return |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| * As used in our annual incentive plan for fiscal 2024, each measure was adjusted as described above under “Compensation Discussion and Analysis — Elements of Compensation — 2024 Annual Incentive Plan. |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
See the “Compensation Discussion and Analysis” above and published in Resideo’s historical proxy statements for additional detail on executive compensation actions.
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| 74 | 2025 PROXY STATEMENT | |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Equity Compensation Plan Information As of December 31, 2024, information about equity compensation plans is as follows:
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| Plan Category | Number of Shares to be Issued Upon Exercises of Outstanding Options, Warrants and Rights (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity compensation plans approved by security holders | 8,425,318(1) | 14.34 | 11,378,075(2) | | Equity compensation Plans not approved by security holders | — | — | — | | Total | 8,425,318 | 14.34 | 11,378,075 |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Equity compensation plans approved by shareholders in the table above include the Amended and Restated 2018 Stock Incentive Plan for Resideo Technologies, Inc. and its Affiliates as well as the 2018 Stock Plan For Non-Employee Directors of Resideo Technologies, Inc., the Resideo Employee Stock Purchase Plan, and the Resideo Technologies UK ShareBuilder Plan.
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| (1) Includes 1,005,510 shares underlying stock options, 5,739,586 shares underlying RSUs and 1,680,222 shares underlying PSUs (assuming target). |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| (2) Includes 8,791,096 shares available for future issuance under the Resideo Technologies, Inc. 2018 Stock Incentive Plan, 2,027,281 shares available for future issuance under the Resideo Technologies, Inc. Employee Stock Purchase Plan, 409,692 shares available for future issuance under the 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc., and 150,006 shares available for future issuance under the Resideo Technologies UK ShareBuilder Plan. |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| | 2025 PROXY STATEMENT | 75 |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm Under its written charter, the Audit Committee of the Board has sole authority and is directly responsible for the appointment, compensation, retention, oversight, evaluation and termination of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee evaluated the qualifications, performance and independence of the Company’s independent auditors and based on its evaluation, has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for 2025. Deloitte served as the independent auditor of Resideo during 2024. The Audit Committee and the Board believe that the retention of Deloitte to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. The Audit Committee is responsible for the approval of the engagement fees and terms associated with the retention of Deloitte. In addition to assuring the regular rotation of the lead audit partner as required by law, the Audit Committee will be involved in the selection and evaluation of the lead audit partner and considers whether, in order to assure continuing auditor independence, there should be a regular rotation of the independent registered public accounting firm. Although the By-Laws do not require that we seek shareholder ratification of the appointment of Deloitte as our independent registered public accounting firm, we are doing so as a matter of good corporate governance. If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether to retain Deloitte. Representatives of Deloitte are expected to be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions by shareholders.
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| The Board of Directors unanimously recommends a vote “FOR” Proposal 4, to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Report of the Audit Committee The Audit Committee consists of the three directors named below. Each member of the Audit Committee is an independent director as defined by applicable SEC and NYSE listing standards. In addition, the Board has determined that Mr. Lazar, Mr. Deninger and Mr. Kushner are “audit committee financial experts” as defined by applicable SEC rules and satisfy the “accounting or related financial management expertise” criteria established by the NYSE. In accordance with its written charter, the Audit Committee of the Board is responsible for assisting the Board to fulfill its oversight of:
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| • | the integrity of the Company’s financial statements and internal controls; |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| • | the Company’s compliance with legal and regulatory requirements; |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| • | the independent auditors’ qualifications and independence; and |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| • | the performance of the Company’s internal audit function and independent auditors. |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| 76 | 2025 PROXY STATEMENT | |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
It is the responsibility of Resideo’s management to prepare the Company’s financial statements and to develop and maintain adequate systems of internal accounting and financial controls. The Company’s internal auditors are responsible for conducting internal audits intended to evaluate the adequacy and effectiveness of the Company’s financial and operating internal control systems. Deloitte, the Company’s independent registered public accounting firm for 2024 (the “independent auditor”), is responsible for performing an independent audit of the Company’s consolidated financial statements, issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America (“GAAP”), and evaluating the Company’s assessment of internal controls over financial reporting. The independent auditor also reviews the Company’s interim financial statements in accordance with applicable auditing standards. In evaluating the independence of Deloitte, the Audit Committee has (i) received the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the audit firm’s communications with the Audit Committee concerning independence, (ii) discussed with Deloitte the firm’s independence from the Company and management and (iii) considered whether Deloitte’s provision of non-audit services to the Company is compatible with the auditors’ independence. In addition, the Audit Committee assures that the lead audit partner is rotated at least every five years in accordance with SEC and PCAOB requirements, and considered whether there should be a regular rotation of the audit firm itself in order to assure the continuing independence of the outside auditors. The Audit Committee has concluded that Deloitte is independent from the Company and its management. The Audit Committee has reviewed with the independent auditor and the Company’s internal auditors the overall scope and specific plans for their respective audits, and the Audit Committee is monitoring the progress of both in assessing the Company’s preparedness for future compliance with Section 404 of the Sarbanes-Oxley Act. At every regular meeting, the Audit Committee meets separately, and without management present, with the independent auditor and the Company’s Internal Audit leader to review the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s accounting and financial reporting. The Audit Committee also meets separately at its regular meetings with the Chief Financial Officer. The Audit Committee has met and discussed with management and the independent auditor the fair and complete presentation of the Company’s financial statements. The Audit Committee has also discussed and reviewed with the independent auditor all matters required to be discussed by applicable requirements of the PCAOB and the SEC. The Audit Committee has discussed significant accounting policies applied in the financial statements, as well as any alternative treatments. Management has represented that the consolidated financial statements have been prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with both management and the independent auditor. Relying on the foregoing reviews and discussions, the Audit Committee recommended to the Board, and the Board approved, inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. In addition, the Audit Committee has approved, subject to shareholder ratification, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025.