DEF 14A of Resideo Technologies, Inc., Apr 23, 2024

DEF 14A of Resideo Technologies, Inc.

Filed Apr 23, 2024 · FY20230001193125-24-107038

Open on EDGAR

  1. JEANNINE LANE

    | Pension Benefits | 57 | | Nonqualified Deferred Compensation | 59 | | Compensatory Arrangements with NEOs | 59 | | Potential Payments Upon Termination or Change in Control | 61 | | CEO Pay Ratio | 64 | | Pay Versus Performance | 66 | | Equity Compensation Plan Information | 70 | | Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 71 | | Report of the Audit Committee | 71 | | Audit Committee Pre-Approval Policy | 73 | | Audit and Non-Audit Fees | 73 | | Proposal 4: Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates | 74 | | Introduction | 74 | | Shareholder Approval and Board of Directors Recommendation | 74 | | Key Features of the Restated Plan | 74 | | Basis for the Requested Share Reserve Increase | 75 | | Description of the Restated Plan | 76 | | U.S. Federal Income Tax Consequences | 79 | | Awards Under the Restated Plan | 80 | | Proposal 5: Shareholder Proposal Regarding Excessive Severance Pay | 81 | | Questions and Answers About the Annual Meeting and Voting | 85 | | Appendix A: Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates | A-1 |

  2. The Board of Directors unanimously recommends a vote “FOR” each of the

    The Board of Directors unanimously recommends a vote “FOR” each of the following director nominees. Nominees for Election Included in each biography are the key qualifications that led to the conclusion that such directors should serve on our Board.

  3. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Roger Fradin, 70 Chairman of the Board Director since 2018 Committee Memberships: • Finance • Innovation and Technology Other Public Company Directorships: • Janus International Group • L3Harris Technologies, Inc. (formerly Harris Corporation) • Vertiv Holdings Co (formerly GS Acquisition Holdings) Former: • Juniper II Corp. (2021-2022) • Goldman Sachs Acquisition Holdings (2018-2020) • MSC Industrial Direct (1998-2019) • Pitney Bowes (2012-2019) | Mr. Fradin has over 30 years of executive leadership experience, providing expertise in management, strategy and mergers and acquisitions. Mr. Fradin also founded the Company’s ADI Global Distribution business – and launched its growth as a leading wholesale distributor of security and low-voltage products. Accordingly, in his role as non-executive Chairman of the Board, Mr. Fradin brings deep institutional knowledge, industry expertise and experience overseeing acquisitions. Key Experience and Qualifications • Executive management experience • President and CEO of Honeywell’s Automation and Control Solutions business from 2004 to 2014, where he transformed the business segment from a $7 billion business focused on U.S. markets to a $17 billion global leader that develops and manufactures environmental controls, life safety products, and building and process solutions for residential, commercial and industrial facilities • Experienced board leader • Served as vice chairman of Honeywell from 2014 to 2017, during which he was responsible for advancing the company’s mergers and acquisitions strategy and expanding its presence in high- growth regions and improving internal operations • Serves as Chairman of the Board of Janus International Group • Serves as chairman of the finance committee and as a member of the innovation and technology committee of L3Harris Technologies • Serves as chairman of the compensation committee and as a member of the nominating and corporate governance committee of Vertiv Holdings • Served as chairman of Victory Innovation, a Carlyle company | | | Business Experience • Advisor, Seal Rock Partners, a private equity firm (2014 to present) • Operating Executive, The Carlyle Group, a private equity firm (2017 to 2020); Consultant (2020 to present) • Vice chairman, Honeywell (2014 to 2017); independent contractor, Honeywell (2018) • President and chief executive officer, Honeywell’s Automation and Control Solutions business (2004 to 2014) • President and chief executive officer, Security and Fire Solutions segment of Honeywell’s Automation and Control Solutions business (2000 to 2004) • President and CEO, Pittway Security and Fire Solutions, a manufacturer and distributor of professional fire and burglar alarms and other security systems (1976 to 2000), through its acquisition by Honeywell in 2000 Certain Other Professional Experience and Community Involvement • Serves as an advisor to the board of MSC Industrial Direct and as a board member of Sciens, a Carlyle Group company • Authored books and articles on management and strategy issues Education • B.S. degree from The Wharton School at the University of Pennsylvania • M.B.A. degree from The Wharton School at the University of Pennsylvania |

  4. The Board of Directors unanimously recommends a vote “FOR” each of the

    | | 2024 PROXY STATEMENT | 9 |

  5. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Jay Geldmacher, 68 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, wire and cable 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) • Held executive leadership positions at Emerson Electric, since 1996, and previously served in various management capacities of Knowles Electronics 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 |

  6. The Board of Directors unanimously recommends a vote “FOR” each of the

    | 10 | 2024 PROXY STATEMENT | |

  7. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Paul Deninger, 65 Independent Director Director since 2018 Committee Memberships: • Audit • Finance (Chair) • Innovation and Technology Other Public Company Directorships: • EverQuote Former: • Epiphany Technology Acquisition Corp. (2020-2023) • Iron Mountain Inc. (2010-2021) | Mr. Deninger has over 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 geothermal infrastructure company focused on helping build zero energy capable homes | | | Business Experience • Operating Partner, Material Impact, an early-stage venture firm that makes deep-tech investments in material science to support more sustainable manufacturing processes and products (2021 to present) • Senior Managing Director, Davis Partners Group, an advisory firm (2020 to 2022) • Senior Advisor, Evercore Inc., an investment banking firm (2015 to 2020) • Senior Managing Director, Evercore (2011 to 2015) • Chairman and CEO, Broadview International LLC, a mergers and acquisitions advisory firm focused on the technology industry that was sold to Jefferies in 2003 (1998 to 2003) Certain Other Professional Experience and Community Involvement • Chairman of the board of directors of privately held Generation Phoenix, Ltd. (since 2023) • Vice chairman of the board of directors of Epiphany Technology Acquisition Corp. (2020 to 2023) • Vice chairman of Jefferies Group LLC, a global investment bank and institutional securities firm (2003 to 2010) • Serves on the boards of directors of privately held VANTIQ and EcoSmart Solutions • Serves on the board of advisors of Absolute Software, Tomorrow.io (formerly ClimaCell) and SoftServe and on the Presidential Advisory Council of the Berklee College of Music Education • B.S. degree from Boston College • M.B.A. degree from Harvard Business School |

  8. The Board of Directors unanimously recommends a vote “FOR” each of the

    | | 2024 PROXY STATEMENT | 11 |

  9. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Cynthia Hostetler, 61 Independent Director Director since 2020 Committee Memberships: • Finance • Nominating and Governance Other Public Company Directorships: • TriLinc Global Impact Fund, LLC • Vulcan Materials Company • Invesco Funds (trustee of registered investment company) Former: • Textainer Group Holdings Limited (2021-2024) • Genesee & Wyoming, Inc. (2018-2019) • Edgen Group Inc. (2013-2014) | Ms. Hostetler has over 25 years of leadership experience managing large investment funds (with significant ESG 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 ESG standards and experience in investment management. 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 • ESG experience • Led a private equity fund focused on sustainable economic development and impact, including the creation of an ESG program with metrics and tools used for measuring, disclosing and reporting the fund’s ESG outcomes | | | Business 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) • 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 |

  10. The Board of Directors unanimously recommends a vote “FOR” each of the

    | 12 | 2024 PROXY STATEMENT | |

  11. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Brian Kushner, 65 Independent Director Director since 2019 Committee Memberships: • Audit • Finance • Innovation and Technology Other Public Company Directorships: • Cumulus Media Inc. Former: • Mudrick Capital Acquisition Corporation II (2020-2022) • Thryv, Inc. (2016-2020) • Mudrick Capital Acquisition Corporation (2018-2020) • Luxfer Holdings PLC (2016-2018) • EveryWare Global, Inc. (2015-2016) | Dr. Kushner has more than 40 years of experience leading telecommunications, media, manufacturing, consumer products, technology and defense companies, having served in leadership roles at more than 35 public and private companies. He brings to the Board expertise in corporate performance, including in the areas of corporate strategy, M&A, revenue enhancement, customer service and support, cost reduction, new product introduction, supply chain management and complex financial restructuring. Key Experience and Qualifications • Advisory leadership experience • Co-leads the aerospace and defense practice and the activism and M&A solutions practice at FTI. Former leader of the private capital advisory services practice at FTI’s Private Equity practice, which he started in 2017 and grew to just under 10% of FTI’s revenues by June 2023. At FTI, he has led or supported over 100 engagements across the spectrum of corporate performance enhancement • M&A experience • Worked on the acquisition or disposition of more than 25 public and private companies while serving as a director, CEO or chief restructuring officer | | | Business Experience • Senior Managing Director, FTI Consulting, Inc., a global business advisory firm (2009 to present) • Co-founder, CXO, L.L.C., a boutique interim and turnaround management consulting firm that was acquired by FTI in 2008 (2001 to 2008) • Periodically has served as the CEO, interim CEO or chief restructuring officer of a variety of companies, including several that elected to utilize bankruptcy proceedings as part of their financial restructuring process and, as such, served as an executive officer of various companies that filed bankruptcy petitions under federal law, including, most recently, Relativity Media LLC and its affiliates in 2015 Certain Other Professional Experience and Community Involvement • Previously served on the boards of directors of companies, including Thryv, Inc., Mudrick Capital Acquisition II, Zodiac Systems; Damovo PLC, Mudrick Capital Acquisition, Luxfer Holdings PLC, EveryWare Global (now The Oneida Group), DLN Holdings LLC, Sage Telecom, Inc., Pacific Crossing and Headway Solutions • Serves as a member of the Advisory Council of the College of Natural Sciences at the University of Texas at Austin and an Emeritus member of the Cornell University Engineering College Council Education • B.S. degree in Applied and Engineering Physics from Cornell University • M.S. degree in Applied Physics and minor in Electrical Engineering from Cornell University • Ph.D. in Applied Physics from Cornell University |

  12. The Board of Directors unanimously recommends a vote “FOR” each of the

    | | 2024 PROXY STATEMENT | 13 |

  13. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Jack Lazar, 58 Independent Director Director since 2018 Committee Memberships: • Audit (Chair) • Innovation and Technology Other Public Company Directorships: • Astera Labs, Inc.* • Box, Inc. • GLOBALFOUNDRIES Inc. • thredUP Former: • Silicon Laboratories Inc. (2013-2022) • Casper Sleep, Inc. (2019-2022) • Mellanox Technologies, Ltd (2018-2020) • Quantenna Communications (2016-2019) • TubeMogul, Inc. (2013-2016) | Mr. Lazar has more than 30 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 billion combined in their IPOs including TubeMogul, Quantenna Communications, Casper Sleep, thredUP and GLOBALFOUNDRIES • Executive leadership experience • Served as a public company executive at multiple companies, including in CFO and corporate development roles, since 1992 • Independent auditor | | | Business Experience • Chief Financial Officer, GoPro, Inc., a leader in mobile capture devices, software, and entertainment solutions (2014 to 2016) • Independent business consultant (2013 to 2014) • Senior Vice President, Corporate Development and General Manager, Qualcomm Atheros, Inc., a developer of communications semiconductor solutions (2011 to 2013) • Senior Vice President of Corporate Development and Chief Financial Officer (and a variety of other roles), Atheros Communications, a provider of technologies for wireless and wired communications (2004 to 2011) Certain Other Professional Experience and Community Involvement • Serves on the board of directors of the Northern Californian Chapter of the National Association of Corporate Directors, and on the finance and accounting advisory boards of the Santa Clara University • Served on the board, including as chair, for multiple late-stage private companies • Certified public accountant (inactive) • Presented TEDx talk titled, “Why Silicon Valley’s Greatest Innovation is Not Technology” Education • B.S. degree in commerce with an emphasis in accounting from Santa Clara University * Mr. Lazar has been a member of the board of Astera Labs, Inc., which recently completed its initial public offering. In light of this development and Resideo’s overboarding policy, our Board has reviewed Mr. Lazar’s time commitments and ability to effectively serve on our Board and have unanimously approved an exception allowing him to transition back into compliance with our guidelines within one year to facilitate a smooth transition for his board commitments. |

  14. The Board of Directors unanimously recommends a vote “FOR” each of the

    | 14 | 2024 PROXY STATEMENT | |

  15. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Nina Richardson, 65 Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management • Nominating and Governance (Chair) 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 OEMs and EMS providers. She also has experience leading engineering development and new product introduction organizations and, as an experienced director and NCG chair, she provides expertise with respect to sustainability and diversity 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 companies • Completed NACD’s Cybersecurity Certification • In-depth knowledge of human capital operations and sustainability • Experience as a director leading governance and ESG oversight at public companies • Executive oversight of people operations and executive team leadership at GoPro • Completed the Diligent Climate Leadership Certification | | | Business Experience • Chief Operating Officer, GoPro, Inc. (2013 to 2015) • Held executive positions of increasing responsibility at Flex, a global electronics and manufacturing service provider Certain Other Professional Experience and Community Involvement • Managing director of Three Rivers Energy, Inc., a company she co-founded, since 2004 • 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 |

  16. The Board of Directors unanimously recommends a vote “FOR” each of the

    | | 2024 PROXY STATEMENT | 15 |

  17. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Andrew Teich, 63 Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management • Innovation and Technology (Chair) • Nominating and Governance Other Public Company Directorships: • Sensata Technologies Holding PLC Former: • Juniper II Corp. (2021-2023) • FLIR Systems, Inc. (2013-2017) | Mr. Teich has over 35 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) • Vice President, Inframetrics Inc., a developer and manufacturer of Military and Industrial thermal imaging equipment (1984 to 1999) 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 |

  18. The Board of Directors unanimously recommends a vote “FOR” each of the

    | 16 | 2024 PROXY STATEMENT | |

  19. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Sharon Wienbar, 62 Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management (Chair) • Nominating and Governance Other Public Company Directorships: • Envois Corporation (formerly Colfax Corporation) 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) • Led marketing teams and programs in roles of increasing responsibility at consumer and software companies (1991 to 2000) after beginning her career as a consultant at Bain & Co. (1984 to 1991) 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 |

  20. The Board of Directors unanimously recommends a vote “FOR” each of the

    | | 2024 PROXY STATEMENT | 17 |

  21. The Board of Directors unanimously recommends a vote “FOR” each of the

    | Kareem Yusuf, 52 Independent Director Director since 2021 Committee Memberships: • Compensation and Human Capital Management • Innovation and Technology Other Public Company Directorships: • None | 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, Product Management and Growth, IBM Software business unit of International Business Machines Corporation (“IBM”), a multinational technology company (since 2023) • 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 • TED speaker • 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 |

  22. Agreement to Appoint Two New Directors Following Annual Meeting

    | • | No such director or nominee receives any direct compensation from Resideo other than under the non-employee director compensation program described beginning on page 31. |

  23. Minimum Qualifications for Director Nominees and Board Member Attributes

    Minimum Qualifications for Director Nominees and Board Member Attributes

  24. Shareholder Recommendations for Director Nominees

    Shareholder Recommendations for Director Nominees Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to Resideo Technologies, Inc., Nominating and Governance Committee, 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and By-Laws. The Nominating and Governance Committee will consider all candidates recommended by shareholders in the same manner as other it considers other candidates so long as they comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes.

  25. Shareholder Recommendations for Director Nominees

    | 28 | 2024 PROXY STATEMENT | |

  26. Director Onboarding and Continuing Education

    | Director Name | Fees Earned or Paid in Cash ($) | Stock Awards (1)($) | Total ($) | | Roger Fradin, Chairman of the Board | 275,000 | 159,990 | 434,990 | | Paul Deninger | 117,500 | 159,990 | 277,490 | | Cynthia Hostetler | 102,500 | 159,990 | 262,490 | | Brian Kushner | 112,500 | 159,990 | 272,490 | | Jack Lazar(2) | 119,991 | 159,990 | 279,981 | | Nina Richardson | 115,000 | 159,990 | 274,990 | | Andrew Teich(3) | 128,339 | 159,990 | 288,329 | | Sharon Wienbar(4) | 117,500 | 159,990 | 277,490 | | Kareem Yusuf | 105,000 | 159,990 | 264,990 |

  27. Director Onboarding and Continuing Education

    | (1) The stock award values set forth in the above 2023 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 9,158 shares were made to non-employee directors on June 7, 2023, with a fair value of $17.47 per share. |

  28. Director Onboarding and Continuing Education

    | Director Name | Outstanding Equity Awards as of 12/31/2023 (#) | | Roger Fradin | 9,158 | | Paul Deninger | 9,158 | | Cynthia Hostetler | 31,680 | | Brian Kushner | 9,158 | | Jack Lazar | 42,989 | | Nina Richardson | 31,680 | | Andrew Teich | 37,061 | | Sharon Wienbar | 25,462 | | Kareem Yusuf | 19,508 |

  29. Resideo’s 2023 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 2023 annual incentives were tied to achieving growth and profitability targets approved by the Board • Financial metrics for 2023 were net revenue, operating income margin, and cash flow from operating activities, which represented 100% of the target incentive opportunity | | LONG-TERM INCENTIVES | • Target LTI values were granted to our NEOs through two equity instruments: • RSUs representing 40% of the total LTI value for our CEO, and 50% of the total LTI value for other NEOs, vesting annually over three years in equal, one-third installments; and • Performance share units (“PSUs”) representing 60% of the total LTI value for our CEO, and 50% of the total LTI value for other NEOs, with potential payout determined based on our total shareholder return measured against the total shareholder return of the companies in the S&P 600 Index (“rTSR”) |

  30. Resideo’s 2023 Executive Compensation Program

    The Committee approved a 2023 executive compensation program that reflects our business strategy and a strong pay-for-performance culture. Our rTSR-based PSUs will be earned based on our performance against that of the companies in the S&P 600 Index over a three-year performance period. The use of the S&P 600 Index for awards granted in February 2023 represented a change from prior years that used the S&P 400 Industrials index and was made to align with the index currently including Resideo stock. Our RSU awards further align the interests of our NEOs with our shareholders and provide a meaningful retention vehicle.

  31. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan The fiscal 2023 annual incentive plan provided NEOs the opportunity to earn a cash bonus with a target set as a percent of the NEO’s base salary. The Committee set financial metrics that represented 100% of the target incentive opportunity. Under the 2023 annual incentive plan, our NEOs were eligible to receive a payout ranging from a threshold payment of 50% to a maximum of 200% of the target award allocated to the achievement of each financial metric. No bonus is paid if performance is below threshold. In determining the financial metrics used to set performance targets for the 2023 annual incentive compensation awards, our leadership team and the Committee considered, among other factors, the importance of a clear and direct link between our published financial results and awards under our annual incentive plan. To that end, for 2023, the Committee selected financial metrics, consisting of reported Net Revenue, Operating Income as a percentage of Net Revenue (“Operating Income Margin”), and Cash Flow from Operating Activities, adjusted for allowable impacts outlined in the annual incentive plan. The relative weighting of each financial metric and a definition of the metric is set forth below:

  32. 2023 Annual Incentive Plan

    | Financial Metric | Weighting | Definition* | | Net Revenue | 20% | Total value of the products and services sold to our customers net of discounts and returns from continuing operations | | Operating Income Margin | 50% | Represents the ratio of operating income to revenue | | Cash Flow from Operating Activities (“CFFO”) | 30% | Represents cash flow from operating activities |

  33. 2023 Annual Incentive Plan

    | * The measures of Net Revenue and Operating Income Margin at the segment level are calculated consistent with the segment footnote reported in the Company’s Form 10-K for the year ended December 31, 2023. Further, the measure of CFFO at the segment level begins with operating profits, which excludes taxes, interest, and non-operating expenses. |

  34. 2023 Annual Incentive Plan

    The annual incentive plan financial metrics for our NEOs, other than Messrs. Aarnes and Theodore, were based on Resideo’s consolidated results. The financial metrics for Mr. Aarnes’ annual incentive award were weighted 50% on the results of the ADI segment, and 50% on Resideo’s consolidated results. The financial metrics for Mr. Theodore’s annual incentive award were weighted 50% on the results of the Products and Solutions segment and 50% on Resideo’s consolidated results. In connection with setting the performance goals for the 2023 performance period, the Committee determined to measure revenue on a constant currency basis. The Committee also determined to adjust the financial measures for the results of businesses acquired and divested during 2023 and for restructuring and similar unusual events occurring during the year, as these items were not contemplated at the time the goals were originally determined. In certifying the level of performance achieved for 2023, in addition to adjusting for the impacts of foreign exchange rates and businesses acquired or divested during 2023, the Committee adjusted the revenue, operating income, and CFFO measures for unusual items consisting of restructuring expenses and certain legal settlements. The effect of the adjustments for these unusual items resulted in an increase in revenue by $2 million, decrease in revenue of $25 million, and increase in revenue of $27 million for total Resideo, ADI, and P&S, respectively. Operating income margin increased by 80 bps, 40 bps, and 100 bps for total Resideo, ADI, and P&S, respectively. CFFO increased by $24 million, $4 million, and $12 million for total Resideo, ADI, and P&S, respectively.

  35. 2023 Annual Incentive Plan

    | | 2024 PROXY STATEMENT | 47 |

  36. 2023 Annual Incentive Plan

    | Financial Performance* | For the Period January 1, 2023 - December 31, 2023 | | | | | | | | Total Company Financial Metrics* (Weight) | Threshold ($M) | Goal ($M) | Maximum ($M) | Actual ($M) | Financial Performance % of Goal | Financial Performance Payout % | Weighted Payout % | | Net Revenue (20%) | $5,586 | $6,374 - $6,769 | $7,557 | $6,270 | 95% | 93% | 19% | | Operating Income Margin (50%) | 8.66% | 10.5% - 11.14% | 12.98% | 9.5% | 88% | 74% | 37% | | Cash Flow from Operating Activities (30%) | $170 | $215 - $237 | $283 | $464 | 205% | 200% | 60% | | Total Company | | | | | | | 116% |

  37. 2023 Annual Incentive Plan

    | Financial Performance* | For the Period January 1, 2023 - December 31, 2023 | | | | | | | | 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 (20%) | $3,194 | $3,645 - $3,871 | $4,322 | $3,562 | 95% | 91% | 18% | | Operating Income Margin (50%) | 7.26% | 8.81% - 9.35% | 10.90% | 7.9% | 87% | 72% | 36% | | Cash Flow from Operating Activities (30%) | $221 | $279 - $309 | $368 | $279 | 95% | 100% | 30% | | ADI Total | | | | | | | 84% | | Total Company | | | | | | | 116% | | Weighted Total (50% ADI Total/50% Company Total) | | | | | | | 100% |

  38. 2023 Annual Incentive Plan

    | Financial Performance* | For the Period January 1, 2023 - December 31, 2023 | | | | | | | | Products and Solutions Financial Metris* (Weight) | Threshold ($M) | Goal ($M) | Maximum ($M) | Actual ($M) | Financial Performance % of Goal | Financial Performance Payout % | Weighted Payout % | | Net Revenue (20%) | $2,391 | $2,729 - $2,897 | $3,235 | $2,708 | 96% | 97% | 19% | | Operating Income Margin (50%) | 16.49% | 19.99% - 21.23% | 24.73% | 19.5% | 95% | 93% | 47% | | Cash Flow from Operating Activities (30%) | $386 | $488 - $540 | $643 | $657 | 128% | 200% | 60% | | Products and Solutions Total | | | | | | | 126% | | Total Company | | | | | | | 116% | | Weighted Total (50% Products and Solutions Total/50% Company Total) | | | | | | | 121% |

  39. 2023 Annual Incentive Plan

    | * Actual results are reported at constant currency. |

  40. 2023 Annual Incentive Plan

    To determine the actual 2023 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 2023 base salary rate.

  41. 2023 Annual Incentive Plan

    | Base Salary | × | Target Bonus Percentage | × | Financial Performance Payout Percentage | = | Annual Incentive Cash Award |

  42. 2023 Annual Incentive Plan

    | 48 | 2024 PROXY STATEMENT | |

  43. 2023 Annual Incentive Plan

    | NEO | 2023 Base Salary | Bonus Target % | Financial Performance Payout Percentage | Annual Incentive Cash Award | | Jay Geldmacher | $1,066,000 | 150% | 116% | $1,854,840 | | Anthony Trunzo | $650,300 | 100% | 116% | $754,348 | | Robert Aarnes | $624,900 | 100% | 100% | $624,900 | | Jeannine Lane | $551,000 | 80% | 116% | $511,328 | | Dana Huth | $525,000 | 80% | 116% | $487,200 | | Phil Theodore | $569,250 | 100% | 121% | $688,793 |

  44. 2023 Long-Term Incentives

    2023 Long-Term Incentives The goal of our LTI plan is to align the compensation of our executives with the interests of shareholders by encouraging sustained long- term improvement in operational and financial performance and long-term increase in shareholder value. 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 long-term incentive award information among our peer group companies provided by the independent compensation consultant, taking into consideration the total value of all elements of compensation. Further, the Committee recognizes the importance of LTI awards in providing a compensation package that will motivate and retain Company executives. The table below shows the mix of annual LTI components for 2023:

  45. 2023 Long-Term Incentives

    | | CEO (% of Total LTI) | Other NEOs (% of Total LTI) | | Performance Stock Units (PSUs) | 60% | 50% | | Restricted Stock Units (RSUs) | 40% | 50% |

  46. 2023 Long-Term Incentives

    | Name | 2023 LTI Award Target Value | 2023 PSU Target Value | 2023 RSU Target Value | | Jay Geldmacher | $8,000,000 | $4,800,000 | $3,200,000 | | Anthony Trunzo | $2,250,000 | $1,125,000 | $1,125,000 | | Robert Aarnes | $2,200,000 | $1,100,000 | $1,100,000 | | Jeannine Lane | $1,300,000 | $650,000 | $650,000 | | Dana Huth | $1,300,000 | $650,000 | $650,000 | | Phillip Theodore | $2,200,000 | $1,100,000 | $1,100,000 |

  47. 2023 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. 2023 RSUs The annual RSUs awarded in 2023 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.

  48. 2023 Long-Term Incentives

    | | 2024 PROXY STATEMENT | 49 |

  49. 2023 Long-Term Incentives

    2023 PSUs The PSUs granted in 2023 will vest based on an rTSR metric and will be earned by comparing our total shareholder return to the total shareholder return of other companies in the S&P 600 Index from January 1, 2023 through December 31, 2025. The threshold, target and maximum levels of rTSR achievement that correspond to the number of shares that will be earned are set forth below. Performance below the threshold level will result in no shares being paid. The arrangement is similar to PSUs awarded in 2021 and 2022, except that the comparator group used to determine a payout under 2023 PSU awards is the S&P 600 Index, as opposed to the S&P 400 Industrials Index used for prior awards.

  50. 2023 Long-Term Incentives

    | | Percentile Rank | Payout as percent of Target shares* | | Threshold | 25th | 50% | | Target | 55th | 100% | | Maximum | 75th | 200% |

  51. 2023 Long-Term Incentives

    | * Linear interpolations between points |

  52. 2021 PSUs

    2021 PSUs December 31, 2023 marked the end of the three-year performance period for PSUs granted in February 2021. Those PSUs forfeited based on the ranking of Resideo’s total shareholder return (“TSR”) over the three-year period from January 1, 2021 through December 31, 2023 as compared to the TSR of the companies in the S&P 400 Industrials Index over the same period. The total shares that could be earned by an executive under these awards range from 50% of the target award for achievement of the minimum level of performance to a maximum of 200% of the target award. Based on Resideo achieving a TSR rank of 52 out of the 63 companies in the S&P 400 Industrials Index, which represents a 16th percentile ranking, the 2021 PSU awards achieved no payout of the award.

  53. Special Awards to Mr. Huth and Mr. Aarnes

    Special Awards to Mr. Huth and Mr. Aarnes In December 2023, the Committee approved a grant of $250,000 in RSUs to Mr. Huth in recognition of his leadership role as he supports the transition of the President, Products and Solutions. The RSUs will vest in equal installments on December 7, 2024, and December 7, 2025. In February 2024, the Committee approved a grant of $5 million in RSUs to Mr. Aarnes in recognition of his strong leadership of ADI and the Company’s desire to retain him. The special RSU award vests 50% on each of the third and fourth anniversaries of the grant date. Unlike the standard annual RSU awards, the special RSU award does not provide for continued vesting in the event of Mr. Aarnes’ retirement. Other Components of Our Compensation Program

  54. Severance Plan

    Severance Plan Each of our NEOs participates in the Resideo Technologies, Inc. Severance Plan for Designated Officers (the “Severance Plan”). The Severance Plan addresses severance for our NEOs upon a termination following a change in control (“CIC”), considered a “double trigger”, and is intended to ensure the continued attention of our NEOs to their roles and responsibilities without the distraction that may arise from the possibility of a job loss concurrent with a CIC of the Company. In addition, the Severance Plan provides for severance payments and benefits that become payable if the employment of one of our NEOs is terminated by us without “cause” (as defined in the Severance Plan) subject to such individual signing and not revoking a release of claims.

  55. Severance Plan

    | 50 | 2024 PROXY STATEMENT | |

  56. Severance Plan

    The Committee has adopted the Severance Plan to provide competitive post-employment compensation arrangements that promote the continued attention, dedication and continuity of the members of our senior management team, including our NEOs, and enable us to continue to recruit talented senior executive officers. The Committee intends to periodically review the severance available to our NEOs under the Severance Plan to ensure ongoing competitiveness and alignment with our overall compensation philosophy. In response to the shareholder proposal that received 50.3% support at our 2023 annual meeting, and informed by feedback from our shareholders during 2023, the Compensation Committee adopted an Executive Officer Cash Severance Policy providing the following:

  57. Severance Plan

    | • | We will not enter into or amend a severance arrangement to provide payment of cash severance benefits to an executive officer exceeding 2.99 times the sum of the executive officer’s annual base salary plus the executive officer’s target annual cash incentive award without presenting it for advisory ratification at the next regularly scheduled annual meeting of shareholders. |

  58. Severance Plan

    The severance benefits provided to our NEOs are outlined in the Potential Payments Upon Termination or Change in Control Table found later in this Proxy Statement.

  59. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Executive officers (including the NEOs) may choose to participate in the Resideo Supplemental Savings Plan, a nonqualified deferred compensation plan that permits additional tax-deferred retirement savings options. The Resideo Supplemental Savings Plan has two components, the Deferred Incentive Program (“DIP”) and the Supplemental Savings Program (“SSP”). Executive officers can elect to defer up to 100% of their annual incentive award under the DIP component. In addition, under the SSP component, executive officers may also elect to defer eligible compensation that cannot be contributed to the Company’s 401(k) plan due to IRS limitations. The amounts contributed to the Supplemental Savings Plan are eligible for company matching credits, not to exceed 100% of the first 7% contributed combined between the SSP and the Company’s 401(k) plan. The participant account balances in the SSP are subject to gains and losses, based on the returns of the Fidelity® U.S. Bond Index Fund.

  60. Tax Deductibility of Executive Compensation

    | Officer Name | Position | Year | Base Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Changes in Pension Values and Non Qual. Deferred Comp Earnings ($)(5) | All Other Compensation ($)(6) | Total Compensation ($) | | Jay Geldmacher | President & Chief Executive Officer | 2023 | 1,057,654 | 1,548,634 | 10,743,018 | — | 1,854,840 | — | 3,464 | 15,207.609 | | | | 2022 | 1,025,712 | — | 10,380,918 | — | 1,164,375 | — | 4,403 | 12,575,407 | | | | 2021 | 973,846 | — | 9,835,196 | — | 2,370,000 | — | 924,228 | 14,103,270 | | Anthony Trunzo | EVP, Chief Financial Officer | 2023 | 645,198 | — | 2,893,334 | — | 754,348 | 3,241 | 47,790 | 4,343,911 | | | | 2022 | 625,684 | — | 2,815,717 | — | 473,513 | — | 46,496 | 3,961,409 | | | | 2021 | 603,462 | — | 2,799,719 | — | 963,800 | 245 | 40,956 | 4,408,182 | | Robert Aarnes | President, ADI Global Distribution | 2023 | 616,884 | — | 2,829,023 | — | 624,900 | 82,242 | 26,222 | 4,179,271 | | | | 2022 | 589,784 | — | 2,753,100 | — | 579,057 | 91,869 | 22,706 | 4,036,516 | | | | 2021 | 575,000 | 20,192 | 2,622,673 | — | 960,250 | 40,676 | 21,515 | 4,240,306 | | Jeannine Lane | EVP, General Counsel & Corporate Secretary | 2023 | 546,692 | — | 1,671,680 | — | 511,328 | 318,764 | 30,546 | 3,079,010 | | | | 2022 | 525,711 | — | 1,626,863 | — | 321,000 | 152,028 | 24,535 | 2,650,137 | | | | 2021 | 486,923 | 18,173 | 1,180,196 | — | 632,000 | 86,503 | 22,911 | 2,426,706 | | Dana Huth | EVP, Chief Revenue Officer | 2023 | 509,048 | — | 1,921,957 | — | 487,200 | 954 | 37,625 | 2,956,785 | | Phillip Theodore | President, Products & Solutions | 2023 | 569,250 | — | 2,829,023 | — | 688,793 | — | 63,808 | 4,150,874 | | | | 2022 | 564,141 | — | 2,753,100 | — | 392,783 | — | 46,352 | 3,756,377 | | | | 2021 | 530,385 | — | 2,294,821 | 1,153,050 | 869,000 | — | 19,785 | 4,867,041 |

  61. 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. |

  62. 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. |

  63. Pension and Non-Qualified Deferred Compensation

    Pension and Non-Qualified Deferred Compensation Pension and non-qualified deferred compensation benefits, which are described elsewhere in this Proxy Statement, are not included in the table below in accordance with the applicable proxy statement disclosure requirements, even though they may become payable at the times specified in the table. If an executive who participates in the RSSP terminates employment with Resideo, the balance of that executive’s SSP or DIP account will be paid to the executive in June of the year following his or her termination. Similarly, if an executive who is a participant in the RPP or the SPP described above terminates employment, the executive’s balance in the pension plan will be paid to the executive 105 days after his or her termination date. The following table summarizes estimated payments and benefits to which our NEOs would be entitled upon the hypothetical occurrence of various termination scenarios or a CIC. The information in the table below is based on the assumption, in each case, that the termination of employment occurred on December 31, 2023. None of these termination benefits are payable to NEOs who voluntarily resign (other than voluntary resignations for good reason as specified or certain qualifying retirements) or whose employment is terminated by us for cause.

  64. Pension and Non-Qualified Deferred Compensation

    | 62 | 2024 PROXY STATEMENT | |

  65. Pension and Non-Qualified Deferred Compensation

    | Payments and Benefits | Named Executive Officer | Termination by the Company Without Cause ($)(A) | Death ($) | Disability ($) | Change-in-Control– No Termination of Employment ($) | Change-in-Control– Termination of Employment by Company, Without Cause, by NEO for Good Reason ($) | | Cash Severance(1) (Base Salary) | Jay Geldmacher | 2,132,000 | — | — | — | 2,132,000 | | | Anthony Trunzo | 975,450 | — | — | — | 1,300,600 | | | Robert Aarnes | 937,350 | — | — | — | 1,249,800 | | | Jeannine Lane | 826,500 | — | — | — | 1,102,000 | | | Dana Huth | 787,500 | — | — | — | 1,050,000 | | | Phillip Theodore | 853,875 | — | — | — | 1,138,500 | | Annual Incentive Compensation(2)(3) –Year of Termination | Jay Geldmacher | — | — | — | — | 3,198,000 | | | Anthony Trunzo | — | — | — | — | 1,300,600 | | | Robert Aarnes | — | — | — | — | 1,249,800 | | | Jeannine Lane | — | — | — | — | 881,600 | | | Dana Huth | — | — | — | — | 840,000 | | | Phillip Theodore | — | — | — | — | 1,138,500 | | Outstanding Equity Awards(4) | Jay Geldmacher | — | 16,832,608 | 16,832,608 | — | 16,832,608 | | | Anthony Trunzo | — | 7,511,382 | 7,511,382 | — | 7,511,382 | | | Robert Aarnes | — | 5,483,546 | 5,483,546 | — | 5,483,546 | | | Jeannine Lane | — | 2,550,317 | 2,550,317 | — | 2,550,317 | | | Dana Huth | — | 2,792,944 | 2,792,944 | — | 2,792,944 | | | Phillip Theodore | — | 4,423,735 | 4,423,735 | — | 4,423,735 | | Benefits(5) | Jay Geldmacher | 15,381 | — | — | — | 15,381 | | | Anthony Trunzo | 23,314 | — | — | — | 31,086 | | | Robert Aarnes | 23,314 | — | — | — | 31,086 | | | Jeannine Lane | 13,343 | — | — | — | 17,791 | | | Dana Huth | 22,229 | — | — | — | 29,639 | | | Phillip Theodore | 18,471 | — | — | — | 24,628 | | Total | Jay Geldmacher | 2,147,381 | 16,832,608 | 16,832,608 | — | 22,177,989 | | | Anthony Trunzo | 998,764 | 7,511,382 | 7,511,382 | — | 10,143,668 | | | Robert Aarnes | 960,664 | 5,483,546 | 5,483,546 | — | 8,014,231 | | | Jeannine Lane | 839,843 | 2,550,317 | 2,550,317 | — | 4,551,708 | | | Dana Huth | 809,729 | 2,792,944 | 2,792,944 | — | 4,712,583 | | | Phillip Theodore | 872,346 | 4,423,735 | 4,423,735 | — | 6,725,363 |

  66. Pension and Non-Qualified Deferred Compensation

    | | 2024 PROXY STATEMENT | 63 |

  67. Pension and Non-Qualified Deferred Compensation

    The amounts reflected in the first column related to involuntary termination unrelated to a CIC, as well as the final two columns specific to circumstances following a CIC, are based on the provisions of the Severance Plan, and the provisions of the 2018 Stock Incentive Plan.

  68. Pension and Non-Qualified Deferred Compensation

    | (A) Pursuant to their offer letters, Messrs. Geldmacher and Trunzo are also entitled to receive the same severance benefits set forth here for termination by the Company without cause if they terminate their employment for good reason as defined in their offer letters. See “Compensatory Arrangements with NEOs” above for additional information. |

  69. Pension and Non-Qualified Deferred Compensation

    | (1) Severance amounts in the event of involuntary termination not related to a CIC represent a cash payment equal to 24 months of annual base salary for Mr. Geldmacher and 18 months of annual base salary for the other NEOs. Severance amounts related to an involuntary termination or termination for good reason related to a CIC represent a cash payment equal to 24 months of annual base salary, based on the highest base salary paid during the preceding 36 months, as well as two times the NEO’s annual incentive calculated based on the greater of the average annual incentive target for the preceding 3 years or the NEO’s current target annual incentive compensation. In addition to the severance benefits reported in the table, pursuant to a letter agreement between the Company and Mr. Theodore described above, if Mr. Theodore’s employment is involuntarily terminated without cause before December 5, 2024, and subject to his compliance with certain restrictive covenants, Mr. Theodore would also be entitled to ((i) continued vesting of any unvested stock options from the grant he received September 28, 2021 and (ii) an extension of the expiration date for all stock options granted to him on September 28, 2021 to September 27, 2028. |

  70. Pension and Non-Qualified Deferred Compensation

    | (2) No severance amounts for the year of termination are reported for an involuntary termination without cause unrelated to a CIC; however, in the limited circumstance such termination occurs in connection with a reduction-in-force between December 31, 2023 and the payment date, the NEO would be entitled to receive the payout if the NEO signs a release. |

  71. Pension and Non-Qualified Deferred Compensation

    | (3) In addition to the amounts reflected in the final column, if an NEO is terminated without cause in situations following a CIC, the NEO will also be entitled to a pro-rated Annual Incentive Award for the period of employment during the year of termination. |

  72. Pension and Non-Qualified Deferred Compensation

    | (4) Amounts represent the intrinsic value of RSUs and PSUs as of December 31, 2023 for which the vesting would be accelerated pursuant to the award terms described above. The value included for RSUs and PSUs is the product of the number of units for which vesting would be accelerated and $18.82, the closing price of Resideo common stock on December 31, 2023. |

  73. Pension and Non-Qualified Deferred Compensation

    | (5) The amounts reflected represent the Company’s cost for continuation of benefits, such as medical, dental, vision and life insurance, for the Salary Continuation Period as defined under the Severance Plan. |

  74. Pension and Non-Qualified Deferred Compensation

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the individual identified as our median paid employee and the annual total compensation of Mr. Jay Geldmacher, our President and Chief Executive Officer (the CEO). For 2023, our last completed fiscal year:

  75. Pension and Non-Qualified Deferred Compensation

    | • | the annual total compensation of our median employee was $36,813; and |

  76. Pension and Non-Qualified Deferred Compensation

    | • | the annual total compensation of our CEO as reported in the Summary Compensation Table of this proxy statement on page 53 was $15,207,609. |

  77. Pension and Non-Qualified Deferred Compensation

    Based on this information, for 2023, the ratio of the annual total annualized compensation of Mr. Geldmacher, our CEO, to the annual total compensation of the median employee was estimated to be 413 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. To identify our median employee for 2023, we considered our global population as of October 1, 2023 (the “Measurement Date”). As of the Measurement Date, our total global employee population (excluding our CEO) consisted of approximately 14,315 individuals.

  78. Pension and Non-Qualified Deferred Compensation

    | Total U.S. Employees | 3,288 | | | Total Non-U.S. Employees | 11,027 | (no exemptions utilized) | | Total Global Workforce | 14,315 | |

  79. Pension and Non-Qualified Deferred Compensation

    To identify the “median employee” from our total global employee population (excluding our CEO), we aggregated annual total base salary and actual incentive awards paid during 2023, including bonuses and commissions. We also annualized the compensation of all newly hired permanent employees who were employed on the measurement date, for the 12-month period ending December 31, 2023, as permitted under SEC rules. All non-U.S. pay components were converted to U.S. dollars using the same currency exchange rates in effect in our financial records at October 1, 2023.

  80. Pension and Non-Qualified Deferred Compensation

    | 64 | 2024 PROXY STATEMENT | |

  81. Pension and Non-Qualified Deferred Compensation

    Once we identified the median employee, we determined the median employee’s total compensation by applying the same rules required to report NEO compensation on the Summary Compensation Table. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  82. Pension and Non-Qualified Deferred Compensation

    | | 2024 PROXY STATEMENT | 65 |

  83. Pension and Non-Qualified Deferred Compensation

    Pay Versus Performance Under the rules of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance in conformance with Item 402(v) of Regulation S-K. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table on page 53 and CEO and other NEO performance year compensation tables shown on pages 48 and 49, respectively. See below for a reconciliation of the total compensation shown in the Summary Compensation Table to CAP. Resideo’s Compensation and Human Capital Management Committee makes executive compensation decisions independent of SEC disclosure requirements and reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance. See “Com p ensation Discussion and Analysis” above for a discussion of our decision-making process.

  84. Pay vs Performance Table

    Pay vs Performance Table

  85. Pay vs Performance Table

    | Year | Summary Compensation Table Total for First CEO (CEO 1) | Summary Compensation Table Total for Second CEO (2)(3) (CEO 2) | Compensation Actually Paid to First CEO (CEO 1) | | Compensation Actually Paid to Second CEO (2)(3) (CEO 2) | Average Summary Compensation Table Total for Non-CEO NEOs | | Average Compensation Actually Paid for Non-CEO NEOs (2)(3) | Value of Fixed $100 Investment Based on: | | Net Income | Operating Income Margin(6) | | | | | | | | | | | Total Shareholder Return (4) | S&P 600 Total Shareholder Return (5) | | | | 2023 | — | $15,207,609 | — | | 15,077,967 | $3,741,970 | | 4,017,606 | $158 | $129 | $210,000,000 | 9.60% | | 2022 | — | $12,575,407 | — | ($ | 3,523,691) | $3,610,970 | ($ | 1,990,076) | $138 | $113 | $283,000,000 | 10.48% | | 2021 | — | $14,103,270 | — | | 16,023,137 | $3,977,809 | | 5,726,287 | $218 | $137 | $242,000,000 | 9.84% | | 2020 | $3,906,587 | $4,697,966 | $3,659,863 | | 12,432,207 | $3,191,673 | | 6,198,341 | $178 | $110 | $37,000,000 | 9.70% |

  86. Pay vs Performance Table

    | (1) Resideo’s first chief executive officer for fiscal 2020 was Michael Nefkens. Resideo’s second chief executive officer for fiscal 2020 through fiscal 2023 was Jay Geldmacher. Resideo’s other, non-CEO, NEOs for fiscal 2020 were Anthony Trunzo, Stephen Kelly, Robert Aarnes, Jeannine Lane, Robert Ryder, Michael Flink, and Sachin Sankpal. Resideo’s other, non-CEO, NEOs for fiscal 2021 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Travis Merrill. Resideo’s other, non-CEO, NEOs for fiscal 2022 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Jeannine Lane. Resideo’s other, non-CEO, NEOs for fiscal 2023 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, Jeannine Lane, and Dana Huth. |

  87. Pay vs Performance Table

    | 66 | 2024 PROXY STATEMENT | |

  88. Pay vs Performance Table

    | (2) The table below reconciles Total Compensation from the Summary Compensation Table to CAP to our CEOs and Non-CEO NEOs (averaged): |

  89. Pay vs Performance Table

    | Compensation Actually Paid Calculation Detail | | | | | | Compensation Element | | 2023 (CEO 2) | | 2023 (Avg. Non-CEO NEO) | | SCT Reported Total Compensation | | 15,207,609 | | 3,741,970 | | (i) Aggregate SCT Reported Equity Compensation (-) | | 10,743,018 | | 2,429,004 | | (ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | | 10,229,723 | | 2,331,292 | | (iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) | ($ | 1,552,151) | ($ | 127,078) | | (iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | | 0 | | 0 | | (v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) | | 207,115 | | 251,905 | | (vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | ($ | 1,728,688) | ($ | 312,771) | | (vii) Year-Over-Year Change in Deferred Benefits and Pension Value (-) | | 0 | | 83,127 | | (viii) Current Year Pension Service Costs (+) | | 0 | | 18,875 | | Compensation Actually Paid Determination | | 15,077,967 | | 4,017,606 |

  90. Pay vs Performance Table

    | (3) Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718. |

  91. Pay vs Performance Table

    | (4) Total shareholder return calculated based on an assumed $100 investment as of December 31, 2019. |

  92. Pay vs Performance Table

    | (5) S&P 600 index total shareholder return calculated based on an assumed $100 investment as of December 31, 2019. In our pay versus performance disclosures for 2022, we used the S&P 400 Industrials Index. Pursuant to SEC guidance, we have changed the index used for our peer group due to Resideo’s inclusion in the S&P 600 index. A comparison of our TSR, the S&P 400 Industrial Index TSR, and the S&P 600 TSR is below: |

  93. Pay vs Performance Table

    | Year | Resideo | S&P 400 Industrials Index | S&P 600 Index | | 2023 | $158 | $172 | $129 | | 2022 | $138 | $132 | $113 | | 2021 | $218 | $150 | $137 | | 2020 | $178 | $116 | $110 |

  94. Pay vs Performance Table

    | (6) Calculation of Operating Income Margin, as adjusted for incentive compensation purposes, is described under “Compensation Discussion and Analysis — Elements of Compensation — 2023 Annual Incentive Plan” above. |

  95. Pay vs Performance Table

    | | 2024 PROXY STATEMENT | 67 |

  96. Pay vs Performance Narrative Disclosure

    Pay vs Performance Narrative Disclosure The following graphs provide a description of the relationships between Resideo’s total shareholder return relative to peer comparator index, as well as compensation actually paid relative to Resideo’s total shareholder return, net income, and operating income percentage over the last three completed fiscal years.

  97. Pay vs Performance Narrative Disclosure

    | 68 | 2024 PROXY STATEMENT | |

  98. 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:

  99. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | Operating Income Margin* | | Net Revenue* | | Cash Flow from Operations* | | Relative Total Shareholder Return |

  100. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | * As used in our annual incentive plan for fiscal 2023, each measure was adjusted as described above under “Compensation Discussion and Analysis — Elements of Compensation — 2023 Annual Incentive Plan. |

  101. 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.

  102. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | | 2024 PROXY STATEMENT | 69 |

  103. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    Equity Compensation Plan Information As of December 31, 2023, information about equity compensation plans is as follows:

  104. 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 | 6,671,319(1) | 14.52 | 7,564,792(2) | | Equity compensation Plans not approved by security holders | — | — | — | | Total | 6,671,319 | 14.52 | 7,564,792 |

  105. 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.

  106. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | (1) Includes 1,220,957 shares underlying stock options, 3,856,496 shares underlying RSUs and 1,593,866 shares underlying PSUs (assuming target). |

  107. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | (2) Includes 4,590,526 shares available for future issuance under the Resideo Technologies, Inc. 2018 Stock Incentive Plan, 2,300,197 shares available for future issuance under the Resideo Technologies, Inc. Employee Stock Purchase Plan, 511,693 shares available for future issuance under the 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc., and 162,376 shares available for future issuance under the Resideo Technologies UK ShareBuilder Plan. |

  108. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | 70 | 2024 PROXY STATEMENT | |

  109. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    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 2024. Deloitte served as the independent auditor of Resideo during 2023. 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.