DEF 14A of Resideo Technologies, Inc.
Filed Apr 22, 2026 · FY20250001140361-26-016160
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| Outstanding Equity Awards at 2025 Fiscal Year-End | 60 | | Option Exercises and Stock Vested — Fiscal Year 2025 | 62 | | Pension Benefits | 62 | | Nonqualified Deferred Compensation | 63 | | Compensatory Arrangements with NEOs | 64 | | Potential Payments Upon Termination or Change in Control | 65 | | CEO Pay Ratio | 68 | | Pay Versus Performance | 69 | | Equity Compensation Plan Information | 72 | | Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 73 | | Report of the Audit Committee | 73 | | Audit Committee Pre-Approval Policy | 75 | | Audit and Non-Audit Fees | 75 | | Proposal 4: Shareholder Right to Act by Written Consent | 76 | | Proposal 4: Shareholder Right to Act by Written Consent | 76 | | Statement of the Board of Directors in Opposition to Proposal 4 | 77 |
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| 2026 PROXY STATEMENT | |
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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 2025 Annual Report before you vote. References to “Resideo,” the “Company,” “we,” “us” or “our” refer to Resideo Technologies, Inc. 2026 Annual Meeting of Shareholders
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| Date and Time: | June 3, 2026, 1:00 p.m. EDT | | Place: | Via the internet at www.virtualshareholdermeeting.com/REZI2026 | | Record Date: | April 7, 2026 | | Voting: | Shareholders as of the record date are entitled to vote | | Admission: | To enter Resideo’s virtual annual meeting via www.virtualshareholdermeeting.com/REZI2026, you will need the 16-digit control number provided in your proxy materials |
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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:
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| | | | | | 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 |
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| | 2026 PROXY STATEMENT | 1 |
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The deadline for voting via the internet or by telephone is 11:59 p.m. EDT on June 2, 2026. 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 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 leading player in key product markets including home heating, ventilation and air conditioning controls; smoke and carbon monoxide detection, home safety and fire suppression; and security. 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 (“P&S”) and ADI Global Distribution (“ADI”). On July 30, 2025, we announced our intention to separate our ADI segment through a tax-free spin-off to our shareholders (the “ADI Spin-Off”). Following the completion of the announced future ADI Spin-Off, it is anticipated that P&S will continue to operate as Resideo and ADI will become an independent public company. In light of the proposed ADI Spin-Off, Jay Geldmacher's previously announced retirement from his position as President and Chief Executive Officer is now expected to become effective upon completion of the ADI Spin-Off (the “CEO Retirement”), after which time, he will serve in an advisory capacity for six months. Following the ADI Spin-Off, Tom Surran, President of P&S, and Rob Aarnes, President of ADI, are expected to continue leading Resideo and ADI, respectively. We expect that most of our current directors will continue to serve on the board of directors of one of these companies. Additional corporate governance details for Resideo and ADI will be disclosed in the coming months, and all appointments are subject to Board approval. Voting Matters and Board Recommendations
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| | 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 | 43 | | Proposal 3. | Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR | 73 | | Proposal 4. | Shareholder Proposal Regarding Shareholder Right to Act by Written Consent | AGAINST | 76 |
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| 2 | 2026 PROXY STATEMENT | |
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Director Dashboard Our Board of Directors
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| Name | Age | Independent | Board Committee Memberships | Other Public Company Board Service | | Andrew Teich (Chairman) | 65 | Yes | Innovation and Technology Nominating and Governance | Sensata Technologies Holding PLC | | Jay Geldmacher (President & CEO) | 70 | No | None | Seagate Technology Holdings plc | | Paul Deninger | 67 | Yes | Audit Finance (Chair) Nominating and Governance | EverQuote, Inc. | | Cynthia Hostetler | 63 | Yes | Finance Nominating and Governance (Chair) | TriLinc Global Impact Fund, LLC Invesco Funds Vulcan Materials Company | | Brian Kushner | 67 | Yes | Audit Finance | | | Jack Lazar | 60 | Yes | Audit (Chair) Innovation and Technology | Astera Labs, Inc. Box, Inc. GLOBALFOUNDRIES Inc. | | Nina Richardson | 67 | Yes | Compensation and Human Capital Management Nominating and Governance | Cohu, Inc. Silicon Laboratories, Inc. | | Nathan Sleeper | 52 | Yes | Finance | Columbus McKinnon Corporation | | John Stroup | 59 | Yes | Compensation and Human Capital Management | Crane NXT, Co. | | Sharon Wienbar | 64 | Yes | Compensation and Human Capital Management (Chair) Innovation and Technology | Enovis Corporation Ingram Micro Holding Corp. | | Kareem Yusuf | 54 | Yes | Compensation and Human Capital Management Innovation and Technology (Chair) | |
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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.
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| | 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 |
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| | 2026 PROXY STATEMENT | 3 |
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| | 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 | | | 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 director candidates who bring diverse skills, viewpoints and experience to the board | | | 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 | | | Formal shareholder engagement program and pursue ongoing dialogue with our shareholders |
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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 2025 included the following Named Executive Officers (“NEOs”):
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| 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 |
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| 4 | 2026 PROXY STATEMENT | |
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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, 2025. 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.
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| | 2026 PROXY STATEMENT | 5 |
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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 of skills, viewpoints and experiences, 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.
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| 6 | 2026 PROXY STATEMENT | |
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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, we believe 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:
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| 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 |
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| | 2026 PROXY STATEMENT | 7 |
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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.
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| 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 | | | | | | | | | | | |
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| 8 | 2026 PROXY STATEMENT | |
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Director Biographies
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| The Board of Directors unanimously recommends a vote “FOR” each of the following director nominees. |
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Nominees for Election Included in each biography are the key qualifications that led to the conclusion that such directors should serve on our Board.
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| Andrew Teich, 65 Chairman of the Board Director since 2018 Committee Memberships: • Innovation and Technology • 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 |
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| | 2026 PROXY STATEMENT | 9 |
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| Jay Geldmacher, 70 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 more than 30 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 |
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| Paul Deninger, 67 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 more than 35 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 private 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) • Vice chairman of Jefferies Group LLC, a global investment bank and institutional securities firm (2003 to 2010) • 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) • Serves on the boards of directors of privately held EcoSmart Solutions, OxipitalAI, Omnizare Imaging, Folio Photonics, AgZen and Fusion Coolant Systems • Serves on the board of advisors of Tomorrow.io (formerly ClimaCell) 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 |
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| | 2026 PROXY STATEMENT | 11 |
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| Cynthia Hostetler, 63 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 more than 25 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 |
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| Brian Kushner, 67 Independent Director Director since 2019 Committee Memberships: • Audit • Finance Other Public Company Directorships: • None Former: • Cumulus Media Inc. (2018-2026) • 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 more than 40 years of experience leading telecommunications, media, manufacturing, consumer products, technology, and defense companies, having served in leadership roles at 36 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, governance, customer service and support, cost reduction, new product introduction, supply chain management and complex financial and operational restructuring. Key Experience and Qualifications • Advisory leadership experience • Leads FTI’s Board of Director practice and is the 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. He is also the former leader of FTI’s Technology practice and Aerospace and Defense practice, and former co-leader of its Activism practice. 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 35 public and private companies and major assets while serving as an independent 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) • Has served as CEO of over 10 companies, including four telecom companies, two software companies, a data center company and a defense contractor • Periodically has served as an independent director, 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 Certain Other Professional Experience and Community Involvement • Previously served on the boards of directors of companies, including Cumulus Media Inc., 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 Limited and Headway Solutions • Serves as a member of the Chancellor’s Council Executive Committee of the University of Texas System, 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 |
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| | 2026 PROXY STATEMENT | 13 |
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| Jack Lazar, 60 Independent Director Director since 2018 Committee Memberships: • Audit (Chair) • Innovation and Technology Other Public Company Directorships: • Astera Labs, Inc. • Box, Inc. • GLOBALFOUNDRIES Inc. Former: • ThredUp Inc. (2017-2025) • 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 over 35 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 $3.8 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 and 2025 to present) 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 and is President of the Accounting Advisory Board at 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 |
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| 14 | 2026 PROXY STATEMENT | |
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| Nina Richardson, 67 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 over 35 years of executive experience in global electronics manufacturing and supply chain from her years at both OEM and EMS providers. She also has experience leading engineering development and new product introduction organizations and, as an experienced director and nominating and governance committee 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 | | | 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 |
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| | 2026 PROXY STATEMENT | 15 |
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| Nathan Sleeper, 52 Independent Director Director since 2024 Committee Memberships: • Finance Other Public Company Directorships: • Columbus McKinnon Corporation 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 (2020 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 |
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| 16 | 2026 PROXY STATEMENT | |
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| John Stroup, 59 Independent Director Director since 2024 Committee Memberships: • Compensation and Human Capital Management 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) • Regal Rexnord (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 |
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| | 2026 PROXY STATEMENT | 17 |
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| Sharon Wienbar, 64 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 over 30 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 |
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| 18 | 2026 PROXY STATEMENT | |
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| Kareem Yusuf, 54 Independent Director Director since 2021 Committee Memberships: • Compensation and Human Capital Management • Innovation and Technology (Chair) 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, Ecosystem, Strategic Partners & Initiatives, International Business Machines Corporation (“IBM”) (since 2025) • Senior Vice President, Product Management and Growth, IBM Software (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 |
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| | 2026 PROXY STATEMENT | 19 |
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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, average 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.
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| 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. |
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| 20 | 2026 PROXY STATEMENT | |
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| 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. | | ROBUST RISK OVERSIGHT | • Our full Board is responsible for risk oversight. In addition, the oversight of certain key risks have been delegated to the appropriate committee of the Board. Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. For additional information, please see “The Board’s Role in Risk Oversight” on page 27. | | 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. |
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| | 2026 PROXY STATEMENT | 21 |
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| 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 practices. 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 | • We have a formal shareholder engagement program and maintain ongoing dialogue with our shareholders. • 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. This includes reviewing and approving the Chief Executive Officers for each of Resideo and ADI in connection with the anticipated ADI Spin-Off, which we announced on July 30, 2025, and as a result of the planned CEO Retirement. | | 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. |
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| 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. |
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| 22 | 2026 PROXY STATEMENT | |
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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 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.
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| | Independent | Audit | Compensation and Human Capital Management | Nominating and Governance | Finance | Innovation and Technology | | Andrew Teich | | | | Member | | Member | | 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 | | | | | Member | |
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| | 2026 PROXY STATEMENT | 23 |
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| | Independent | Audit | Compensation and Human Capital Management | Nominating and Governance | Finance | Innovation and Technology | | John Stroup | | | Member | | | | | Sharon Wienbar | | | Chair | | | Member | | Kareem Yusuf | | | Member | | | Chair | | 2025 Meetings | | 9 | 7 | 6 | 8 | 5 |
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Each of our committees currently 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).
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| 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 three other public reporting companies. In February 2026, 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 four 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 2026. | |
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| 24 | 2026 PROXY STATEMENT | |
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| COMMITTEE | RESPONSIBILITIES | | COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE Sharon Wienbar, Chair Nina Richardson John Stroup 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 44. | | | 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, and other demographic characteristics; • 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; • Review reports from management regarding governance trends and the priorities of the Company’s shareholders; and • Oversee the annual performance review of the Board and its Committees. | | FINANCE COMMITTEE Paul Deninger, Chair Cynthia Hostetler Brian Kushner Nathan Sleeper | • 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. |
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| | 2026 PROXY STATEMENT | 25 |
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| COMMITTEE | RESPONSIBILITIES | | INNOVATION AND TECHNOLOGY COMMITTEE Kareem Yusuf, Chair Jack Lazar Andrew Teich Sharon Wienbar | • 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, including the use of artificial intelligence across our Company and as part of our products and solutions. |
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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 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 | 691,107 | 93,240 | 784,347 | | Paul Deninger | 126,250 | 164,996 | 291,246 | | Cynthia Hostetler | 113,750 | 164,996 | 278,746 | | Brian Kushner | 111,250 | 164,996 | 276,246 | | Jack Lazar(3) | 123,722 | 164,996 | 288,718 | | Nina Richardson | 108,750 | 164,996 | 273,746 | | Nathan Sleeper(4) | 93,125 | 164,996 | 258,121 | | John Stroup(4) | 93,750 | 164,996 | 258,746 | | Sharon Wienbar | 118,750 | 164,996 | 283,746 | | Kareem Yusuf | 110,625 | 164,996 | 275,621 |
Director Onboarding and Continuing Education
| (1) The stock award values set forth in the above 2025 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 7,887 shares were granted to non-employee directors on June 4, 2025, with a fair value of $20.92 per share, except Mr. Teich received an annual equity retainer grant for 4,457 shares as he had reached the annual plan limit of 20,000 shares to any non-employee director due to elective deferrals of cash into DSUs. The excess value from his annual equity retainer, which totaled $71,760, was credited to Mr. Teich's deferred cash account. |
Director Onboarding and Continuing Education
| Director Name | Outstanding Equity Awards as of 12/31/2025 (#) | | Andrew Teich | 4,457 | | Paul Deninger | 7,887 | | Cynthia Hostetler | 7,887 | | Brian Kushner | 7,887 | | Jack Lazar | 7,887 | | Nina Richardson | 7,887 | | Nathan Sleeper(1) | 7,887 | | John Stroup(1) | 7,887 | | Sharon Wienbar | 7,887 | | Kareem Yusuf | 7,887 |
Resideo’s 2025 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 2025 annual incentives were tied to achieving growth and profitability targets approved by the Board • Financial metrics for 2025 were Net Revenue and Operating Income as a percentage of Net Revenue (“Operating Income Margin”), each on a constant currency basis | | LONG-TERM INCENTIVES | • Target LTI values were granted to our NEOs through two equity instruments: • RSUs representing 50% of the total LTI value for our NEOs, vesting annually over three years in equal, one-third installments; and • Performance share units (“PSUs”) representing 50% of the total target LTI value for our NEOs (other than our CEO), with potential payout determined based 50% on our relative total shareholder return measured against the total shareholder return of the companies in the S&P 600 Index (“rTSR”), and 50% based on our return on invested capital (“ROIC”) during the 3-year performance period. • Mr. Geldmacher, our CEO, previously announced his intended retirement from the Company and this transition is expected to occur six months following the appointment of a new CEO, which is now expected to occur in connection with the ADI Spin-Off (the “CEO Retirement”). As a result of the contemplated CEO Retirement, Mr. Geldmacher is no longer eligible to receive annual equity grants under our long-term incentive program. Given, however, that Mr. Geldmacher has remained CEO longer than anticipated in order to permit the appointment of a new CEO in connection with the ADI Spin-Off, the Committee, as noted below, granted the 2026 Equity Grants (as defined below) to Mr. Geldmacher in February 2026. |
Resideo’s 2025 Executive Compensation Program
The Committee approved a 2025 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 and our ROIC-based PSUs will be earned based on achievement of our return on invested capital goal, both measured over a three-year performance period and 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.
2025 Annual Incentive Plan
2025 Annual Incentive Plan The fiscal 2025 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 2025 annual incentive plan, our NEOs were eligible to receive a payout ranging from a threshold payment of 25% 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 90% of target. In determining the financial metrics used to set performance targets for the 2025 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 2025, the Committee made no change to the financial metrics used in 2025, consisting of Net Revenue and Operating Income Margin, each on a constant currency basis. At the time the performance metrics and goals were set for 2025, 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 2025, unanticipated legal settlements, restructuring and similar unusual events.
2025 Annual Incentive Plan
| 48 | 2026 PROXY STATEMENT | |
2025 Annual Incentive Plan
The relative weighting of each financial metric and a definition of the metric is set forth below:
2025 Annual Incentive Plan
| Financial Metric* | Weighting | Definition* | | Net Revenue | 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 net revenue. |
2025 Annual Incentive Plan
| * The financial metrics are reported on a constant currency basis. |
2025 Annual Incentive Plan
In setting the 2025 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. To this end, the target Goal for Net Revenue for consolidated Resideo and for ADI was set above the actual Net Revenue amount achieved last year. In addition, the target Goal for Operating Income Margin for P&S was set above the actual Operating Income Margin achieved last year for P&S. The target Goal for Net Revenue for P&S was slightly lower compared to the actual amounts achieved last year due primarily to foreign currency exchange impacts. In addition, the target Goal for Operating Income Margin for consolidated Resideo was set below the actual amount achieved last year due to anticipated strategic investments and because a higher percentage of consolidated Operating Income Margin was expected from ADI (which has a lower target Operating Income Margin than P&S) due to the inclusion of a full year of the Snap One business as part of ADI. The target goal for Operating Income Margin for ADI was set below the actual amounts achieved last year due to anticipated cash to be used for strategic investments. In certifying the level of performance achieved for 2025, the Committee ratified those adjustments previously approved by the Committee when the metrics were set, including impacts of foreign exchange rates, amounts related to restructuring, impairment and extinguishment costs, unanticipated legal settlements, and other adjustments that were not contemplated at the time the goals were originally determined. These adjustments resulted in a $90 million decrease, $46 million decrease, and $44 million decrease in Net Revenue for consolidated Resideo, ADI, and P&S, respectively. Operating Income Margin increased by 50 basis points (“bps”), 10 bps, and 50 bps for consolidated Resideo, ADI, and P&S, respectively.
2025 Annual Incentive Plan
| Financial Performance* | For the Period January 1, 2025 – December 31, 2025 | | | | | | | | Total Company Financial Metrics (Weight) | Threshold ($M) | Goal ($M) | Maximum ($M) | Actual ($M) | Financial Performance % of Goal | Financial Performance Payout % | Weighted Payout % | | Net Revenue (50%) | $6,652 | $7,391 | $8,130 | $7,382 | 99.9% | 99.9% | 50% | | Operating Income Margin (50%) | 7.3% | 8.6% | 9.9% | 8.6% | 100.5% | 104.0% | 52% | | Total Company | | | | | | | 101.5% |
2025 Annual Incentive Plan
| * Actual results are reported at constant currency. |
2025 Annual Incentive Plan
| | 2026 PROXY STATEMENT | 49 |
2025 Annual Incentive Plan
| Financial Performance* | For the Period January 1, 2025 – December 31, 2025 | | | | | | | | ADI Global Distribution Financial Metrics (Weight) | Threshold ($M) | Goal ($M) | Maximum ($M) | Actual ($M) | Financial Performance % of Goal | Financial Performance Payout % | Weighted Payout % | | Net Revenue (50%) | $4,343 | $4,825 | $5,308 | $4,738 | 98.2% | 91.0% | 45% | | Operating Income Margin (50%) | 4.4% | 5.2% | 6.0% | 4.5% | 86.0% | 53.2% | 27% | | ADI Total | | | | | | | 72.1% | | Total Company | | | | | | | 101.5% | | Weighted Total (50% ADI Total/50% Company Total) | | | | | | | 86.8% |
2025 Annual Incentive Plan
| * Actual results are reported at constant currency. |
2025 Annual Incentive Plan
| Financial Performance* | For the Period January 1, 2025 – December 31, 2025 | | | | | | | | Products & Solutions Financial Metrics (Weight) | Threshold ($M) | Goal ($M) | Maximum ($M) | Actual ($M) | Financial Performance % of Goal | Financial Performance Payout % | Weighted Payout % | | Net Revenue (50%) | $2,309 | $2,566 | $2,823 | $2,644 | 103.1% | 130.6% | 65% | | Operating Income Margin (50%) | 17.3% | 20.3% | 23.3% | 21.1% | 104.0% | 126.7% | 63% | | Products and Solutions Total | | | | | | | 128.6% | | Total Company | | | | | | | 101.5% | | Weighted Total (50% Products and Solutions Total/50% Company Total) | | | | | | | 115.0% |
2025 Annual Incentive Plan
| * Actual results are reported at constant currency. |
2025 Annual Incentive Plan
The annual incentive plan financial metrics for our NEOs, other than Messrs. Aarnes and Surran, were based on Resideo’s consolidated results. The financial metrics for Mr. Aarnes’ annual incentive award were weighted 50% on the results of ADI, and 50% on Resideo’s consolidated results. The financial metrics for Mr. Surran’s annual incentive award were weighted 50% on the results of P&S and 50% on Resideo’s consolidated results. The Bonus Target percentage for each of our NEOs remained the same as in 2024. To determine the actual 2025 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 2025 base salary rate.
2025 Annual Incentive Plan
| NEO | 2025 Base Salary | Bonus Target % | Financial Performance Payout Percentage | Annual Incentive Cash Award | | Jay Geldmacher(1) | $1,066,000 | 150% | 101.5% | $1,622,985 | | Michael Carlet | $600,000 | 100% | 101.5% | $609,000 | | Robert Aarnes | $670,000 | 100% | 86.8% | $581,560 | | Tom Surran | $625,000 | 100% | 115.0% | $718,750 | | Jeannine Lane | $591,000 | 80% | 101.5% | $479,892 |
2025 Annual Incentive Plan
| (1) Pursuant to a letter agreement dated November 6, 2024 with Mr. Geldmacher, as he remained CEO during the entirety of 2025, he was eligible for the full amount of the 2025 Annual Incentive Cash Award. |
2025 Annual Incentive Plan
| 50 | 2026 PROXY STATEMENT | |
2025 Long-Term Incentives
2025 Long-Term Incentives The goal of our LTI plan is to align the compensation of our executives with the interests of shareholders by granting annual equity awards to encourage 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 our 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 the LTI components for the LTI award granted in 2025:
2025 Long-Term Incentives
| | NEOs other than CEO (% of Total LTI) | | Performance Stock Units (PSUs) | 50% | | Restricted Stock Units (RSUs) | 50% |
2025 Long-Term Incentives
| Name (1) | 2025 LTI Award Target Value | 2025 PSU Target Value | 2025 RSU Target Value | | Michael Carlet | $2,000,000 | $1,000,000 | $1,000,000 | | Robert Aarnes | $2,200,000 | $1,100,000 | $1,100,000 | | Tom Surran(2) | $2,200,000 | $1,100,000 | $1,100,000 | | Jeannine Lane | $1,500,000 | $750,000 | $750,000 |
2025 Long-Term Incentives
| (1) As a result of the CEO Retirement, Mr. Geldmacher did not receive an LTI award in 2025. |
2025 Long-Term Incentives
| (2) Mr. Surran received an additional equity grant not included in this table described under “Special Equity Award Granted to Mr. Surran” below. |
2025 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. 2025 RSUs The annual RSUs awarded in 2025 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, but continue to vest after retirement. 2025 PSUs For 2025, the Committee approved the redesign of our PSU program to include a component based on the three-year average ROIC and retaining the three-year rTSR component, each weighted equally and independent of one another. The performance period for the PSUs granted in 2025 is for the three-year period ending on December 31, 2027 (the “2025 PSUs”) and the maximum payout of the 2025 PSUs is 200% of the target award. This change in design was primarily driven by our shareholder engagement conversations, which emphasized the importance to our shareholders of linking executive compensation to our financial results, while also remaining aligned with shareholders’ interests by maintaining a performance metric based on Resideo’s stock price through rTSR. The rTSR component for the 2025 PSUs may be earned by comparing our total shareholder return (“TSR”) to the TSR of other companies in the S&P 600 Index from the grant date of February 13, 2025, through December 31, 2027. The threshold, target and maximum levels of rTSR achievement that correspond to the number of shares that may be earned are set forth below. Performance below the threshold level will result in no shares being paid for the rTSR component of the 2025 PSUs. In addition, there is a cap on the payout for the rTSR performance measure if the
2025 Long-Term Incentives
| | 2026 PROXY STATEMENT | 51 |
2025 Long-Term Incentives
Company's TSR is negative for the performance period. Under those circumstances, the maximum payout will be capped at 100% of the target award, regardless of the Company's relative performance against the other companies in the S&P 600 Index.
rTSR Award
| | Percentile Rank | Payout as percent of Target shares* | | Threshold | 25th | 50% | | Target | 55th | 100% | | Maximum | 75th | 200% |
2023 PSUs
2023 PSUs December 31, 2025 marked the end of the three-year performance period for PSUs granted in February 2023 (the “2023 PSUs”). The 2023 PSUs vested based on the ranking of Resideo’s TSR over the three-year period from January 1, 2023 through December 31, 2025 as compared to the TSR of the companies in the S&P 600 Index over the same period. The total shares that could have been earned by our NEOs 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.
2023 PSUs
| 52 | 2026 PROXY STATEMENT | |
2023 PSUs
Based on Resideo achieving a TSR rank of 78 out of the 527 companies in the S&P 600 Index, which represents a 85.36 percentile ranking, the 2023 PSU awards achieved a maximum payout of 200% of the target award.
Special LTI Awards Granted to Mr. Surran and Mr. Geldmacher
Special LTI Awards Granted to Mr. Surran and Mr. Geldmacher As we disclosed last year, the Committee approved a special grant with a value of $3 million in RSUs for Mr. Surran in February 2025 for retention purposes (the “Surran Special Grant”). Unlike our 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 Mr. Surran in driving performance by his division, P&S. Mr. Surran, who was hired late in 2023, was tasked with restructuring the P&S business to drive shareholder value. We believe that his focus on new product introduction has led to greater market adoption of our products. In addition, he has expanded his role with the added oversight of corporate innovation and revenue, making his role more complex. The leadership demonstrated by him during periods of transition, his importance to the future of the organization, and the need to ensure retention and business stability, were all important factors. Lastly, the total value of his outstanding equity in absolute and relative terms was considered in the Committee's decision to make this special award. As disclosed above, as a result of the contemplated CEO Retirement, Mr. Geldmacher was not granted a long-term incentive award in 2025. As the CEO Retirement date has extended beyond what was originally contemplated, as disclosed on February 20, 2026, the Committee approved a grant with a value of $3 million in RSUs to Mr. Geldmacher to compensate him for his continued employment with Resideo. The RSU will vest on the first anniversary of the grant date so long as Mr. Geldmacher (i) remains employed through the vesting date or (ii) if he remains employed for at least six months following the date a new Chief Executive Officer commences employment but before the first anniversary of the grant date and provided Mr. Geldmacher remains in compliance with the noncompete and other restrictive covenant agreements as of the vesting date (the “2026 Equity Grant”). Each of the Surran Special Grant and the 2026 Equity Grant are special grants that we do not expect to be recurring. Instead, these grants are to facilitate the necessary executive transitions contemplated in connection with the ADI Spin-Off, to address retention considerations, and for Mr. Surran, to reward him for exceptional business results as he transitioned into his new role with P&S.
Severance Plan
Severance Plan Each of our NEOs, other than Mr. Geldmacher, participates in the Resideo Technologies, Inc. Severance Plan for Designated Officers (the “Severance Plan”). Mr. Geldmacher will be eligible for certain benefits upon the CEO Retirement, as described under “Letter Agreements with Jay Geldmacher, President and Chief Executive Officer” below. Under the Severance Plan, our NEOs are eligible for benefits upon a termination without “cause” (as defined in the Severance Plan) or a resignation for good reason (as defined in the Severance Plan) following a change in control (“CIC”). Such a provision is considered to be 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. These benefits include two years of continued salary and target bonus, payable in a lump sum, a pro-rata target bonus, and the Company will continue to pay its portion of employee benefits. A “CIC” is defined in the Severance Plan, and generally includes the sale of 30% or more of the Company’s stock, the purchase of stock pursuant to a tender or exchange offer, a sale of substantially all assets of the Company, certain mergers, or certain changes in the composition of the Board. 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, not in connection with a CIC. These benefits include 18 months of continued salary and a pro-rated annual bonus based on actual performance. All severance benefits under the Severance Plan are subject to such individual signing and not revoking a release of claims, and complying with certain restrictive covenants.
Severance Plan
| | 2026 PROXY STATEMENT | 53 |
Severance Plan
Effective July 31, 2025, the Committee approved an amendment to the Severance Plan. The Severance Plan, as amended, provides for the same severance benefits described above for a CIC termination for any participant who incurs a covered termination of employment (a termination without cause or a resignation for good reason) within the 18-month period following a divestiture or similar transaction involving ADI or P&S, provided that such a transaction occurs prior to December 31, 2027 (a “Divestiture Termination”), even if such a divestiture transaction would not constitute a CIC under the Severance Plan. In addition, upon a Divestiture Termination, the vesting of outstanding equity awards will be fully accelerated for any award that is subject only to time-based vesting conditions and, for any award subject to performance-based vesting conditions, fully vested based on target performance. The amendment to the Severance Plan also added the benefit of payment of pro-rata bonus based on actual achievement for the year of termination for all covered terminations under the Severance Plan, and added a “best net” provision which would apply in the event that an NEO’s severance benefits would be subject to excise taxes pursuant to Section 280G of the Internal Revenue Code. No gross-up of Section 280G taxes is provided. 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. The Compensation Committee’s “Executive Officer Cash Severance Policy” provides that 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. The severance benefits provided to our NEOs are further detailed in the “Potential Payments Upon Termination or Change in Control Table” found later in this Proxy Statement.
Tax Deductibility of Executive Compensation
| Officer Name | Position | Year | Base Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Changes in Pension Values ($)(4) | All Other Compensation ($)(5) | Total Compensation ($) | | Jay Geldmacher | President & Chief Executive Officer | 2025 | 1,066,000 | — | — | 1,622,985 | — | 25,480 | 2,714,465 | | | | 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 | | Michael Carlet | EVP, Chief Financial Officer | 2025 | 593,173 | 1,286,250 | 2,161,668 | 609,000 | — | 31,410 | 4,681,501 | | | | 2024 | 482,692 | — | 473,351 | 382,854 | — | 6,167 | 1,345,064 | | Robert Aarnes | President, ADI Global Distribution | 2025 | 662,818 | — | 2,377,828 | 581,560 | 27,314 | 71,985 | 3,721,505 | | | | 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 | | Tom Surran | President, Productions & Solutions | 2025 | 608,615 | — | 5,330,841 | 718,750 | — | 43,429 | 6,701,635 | | | | 2024 | 565,000 | — | 2,321,685 | 771,790 | — | 77,089 | 3,735,564 | | Jeannine Lane | EVP, General Counsel & Corporate Secretary | 2025 | 584,610 | — | 1,621,244 | 597,226 | 20,861 | 52,591 | 2,876,532 | | | | 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 |
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. |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for CEO(2)(3) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(1) | Average Compensation Actually Paid for Non-CEO NEOs(2) | Value of Fixed $100 Investment Based on: | | Net Income (Loss) | Operating Income Margin(5) | | | | | | | Resideo Total Shareholder Return | S&P 400 Industrial Index Total Shareholder Return(4) | | | | 2025 | $2,714,465 | $19,253,121 | $4,495,293 | $10,913,256 | $165 | $191 | ($527,000,000) | 8.12% | | 2024 | $15,000,857 | $20,935,069 | $4,089,163 | $6,343,168 | $108 | $170 | $116,000,000 | 7.70% | | 2023 | $15,207,609 | $15,077,967 | $3,741,970 | $4,017,606 | $89 | $149 | $210,000,000 | 9.60% | | 2022 | $12,575,407 | ($3,523,691) | $3,610,970 | ($1,990,076) | $77 | $114 | $283,000,000 | 10.48% | | 2021 | $14,103,270 | $16,023,137 | $3,977,809 | $5,726,287 | $122 | $128 | $242,000,000 | 9.84% |
Pay Versus Performance Table
| (1) Resideo’s chief executive officer for fiscal 2021 through fiscal 2025 was Jay Geldmacher. Resideo’s non-CEO NEOs for fiscal 2021 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Travis Merrill. Resideo's other NEOs for fiscal 2022 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Jeannine Lane. Resideo’s other NEOs for fiscal 2023 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, Jeannine Lane, and Dana Huth. Resideo's other NEOs for fiscal 2024 were Anthony Trunzo, Robert Aarnes, Jeannine Lane, Dana Huth, Michael Carlet, and Tom Surran. Resideo's other NEOs for fiscal 2025 were Michael Carlet, Robert Aarnes, Tom Surran, and Jeannine Lane. |
Pay Versus Performance Table
| (2) The table below reconciles Total Compensation from the Summary Compensation Table to CAP to our CEO and Non-CEO NEOs (averaged): |
Pay Versus Performance Table
| Compensation Actually Paid Calculation Detail | Adjustment 2025 (CEO) | 2025 (Avg. Non-CEO NEO) | | SCT Reported Total Compensation | $2,714,465 | $4,495,293 | | (i) Aggregate SCT Reported Stock Awards (-) | $0 | $2,872,895 | | (ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $0 | $5,749,102 | | (iii) Difference Between Fair Value from the End of Prior FY to End of Current FY of Awards Granted During Prior FY & Outstanding (+) | $16,903,890 | $3,398,381 | | (iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $0 | $0 | | (v) Difference Between Fair Value from the End of Prior FY to Vesting Date of Awards Granted During Prior FY & Vesting During Covered FY (+) | $728,208 | $255,082 | | (vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $1,093,442 | $99,663 | | (vii) Aggregate Year-Over-Year Change in Actuarial Present Pension Value of Accumulated Benefits Under all Defined Benefit and Pension Plans Reported in the SCT (-) | $0 | $0 | | (viii) Current Year Pension Service Costs (+) | $0 | $(12,044) | | (ix) Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation (+) | $0 | $0 | | Compensation Actually Paid Determination | $19,253,121 | $10,913,256 |
Pay Versus Performance Table
Equity compensation fair values calculated based on assumptions determined in accordance with FASB ASC Topic 718 using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.
Pay Versus Performance Table
| (3) Total shareholder return calculated based on an assumed $100 investment as of December 31, 2020. |
Pay Versus Performance Table
| | 2026 PROXY STATEMENT | 69 |
Pay Versus Performance Table
| (4) S&P 400 Industrial Index total shareholder return calculated based on an assumed $100 investment as of December 31, 2020. Pursuant to SEC guidance, we have changed the index used for our peer group from the S&P 600 Index used for fiscal 2024 to the S&P 400 Industrial Index because it is the industry index used in our Annual Report on Form 10-K for the year ended December 31, 2025. 2025 total shareholder return for the S&P 600 Index was $131. |
Pay Versus Performance Table
| (5) Calculation of Operating Income Margin, as adjusted for incentive compensation purposes, is described under “Compensation Discussion and Analysis — Elements of Compensation — 2025 Annual Incentive Plan” above. |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important financial measures used to link compensation actually paid with Resideo performance during the most recently completed fiscal year:
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| Operating Income Margin* | | Constant Currency Net Revenue* | | Relative Total Shareholder Return |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| * As used in our annual incentive plan for fiscal 2025, each measure was adjusted as described above under “Compensation Discussion and Analysis — Elements of Compensation — 2025 Annual Incentive Plan”. |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
See the “Compensation Discussion and Analysis” above and published in Resideo’s historical proxy statements for additional detail on executive compensation actions.
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| | 2026 PROXY STATEMENT | 71 |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Equity Compensation Plan Information As of December 31, 2025, information about equity compensation plans is as follows:
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| Plan Category | Number of Shares to be Issued Upon Exercises of Outstanding Options, Warrants and Rights (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)($) | 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 | 7,665,793(1) | 8.97 | 9,463,002(2) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 7,665,793 | 8.97 | 9,463,002 |
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 370,024 shares underlying stock options, 4,765,837 shares underlying RSUs and 2,529,932 shares underlying PSUs (assuming maximum payout). |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| (2) Includes 7,263,230 shares available for future issuance under the Resideo Technologies, Inc. 2018 Stock Incentive Plan, 1,747,134 shares available for future issuance under the Resideo Technologies, Inc. Employee Stock Purchase Plan, 313,544 shares available for future issuance under the 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc., and 139,094 shares available for future issuance under the Resideo Technologies UK ShareBuilder Plan. |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| 72 | 2026 PROXY STATEMENT | |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Proposal 3: 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 2026. Deloitte served as the independent auditor of Resideo during 2025. 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 3, to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026. |
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
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.
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| | 2026 PROXY STATEMENT | 73 |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Deloitte, the Company’s independent registered public accounting firm for 2025 (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, 2025, 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 2026.