Resideo Technologies, Inc. Files Definitive Proxy Statement

Ticker: REZI · Form: DEF 14A · Filed: Apr 23, 2024 · CIK: 1740332

Resideo Technologies, INC. DEF 14A Filing Summary
FieldDetail
CompanyResideo Technologies, INC. (REZI)
Form TypeDEF 14A
Filed DateApr 23, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$335 million, $86 million
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Resideo Technologies, Executive Compensation, Shareholder Meeting

TL;DR

<b>Resideo Technologies, Inc. has filed its Definitive Proxy Statement for the upcoming shareholder meeting.</b>

AI Summary

RESIDEO TECHNOLOGIES, INC. (REZI) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. Resideo Technologies, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 23, 2024. The filing covers the period ending June 5, 2024. The company's principal executive offices are located at 901 E 6th Street, Austin, TX 78702. The Standard Industrial Classification code for Resideo Technologies is 5072 (Wholesale-Hardware). The filing includes data related to executive compensation and equity awards for fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking RESIDEO TECHNOLOGIES, INC., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding the company's governance, executive compensation, and matters to be voted on at the annual meeting. Shareholders can review details on executive pay, equity awards, and other corporate actions to make informed voting decisions.

Risk Assessment

Risk Level: low — RESIDEO TECHNOLOGIES, INC. shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes requiring a higher risk assessment.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation and vote on company matters.

Key Numbers

Key Players & Entities

FAQ

When did RESIDEO TECHNOLOGIES, INC. file this DEF 14A?

RESIDEO TECHNOLOGIES, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 23, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by RESIDEO TECHNOLOGIES, INC. (REZI).

Where can I read the original DEF 14A filing from RESIDEO TECHNOLOGIES, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by RESIDEO TECHNOLOGIES, INC..

What are the key takeaways from RESIDEO TECHNOLOGIES, INC.'s DEF 14A?

RESIDEO TECHNOLOGIES, INC. filed this DEF 14A on April 23, 2024. Key takeaways: Resideo Technologies, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 23, 2024.. The filing covers the period ending June 5, 2024.. The company's principal executive offices are located at 901 E 6th Street, Austin, TX 78702..

Is RESIDEO TECHNOLOGIES, INC. a risky investment based on this filing?

Based on this DEF 14A, RESIDEO TECHNOLOGIES, INC. presents a relatively low-risk profile. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes requiring a higher risk assessment.

What should investors do after reading RESIDEO TECHNOLOGIES, INC.'s DEF 14A?

Shareholders should review the proxy statement to understand executive compensation and vote on company matters. The overall sentiment from this filing is neutral.

How does RESIDEO TECHNOLOGIES, INC. compare to its industry peers?

Resideo Technologies operates in the wholesale-hardware sector, distributing products for residential and commercial applications.

Are there regulatory concerns for RESIDEO TECHNOLOGIES, INC.?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Resideo Technologies operates in the wholesale-hardware sector, distributing products for residential and commercial applications.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the detailed executive compensation breakdown.
  2. Understand the proposals to be voted on at the shareholder meeting.
  3. Assess the company's corporate governance practices outlined in the filing.

Key Dates

Year-Over-Year Comparison

This is the initial filing of the Definitive Proxy Statement for the 2024 shareholder meeting.

Filing Stats: 4,330 words · 17 min read · ~14 pages · Grade level 15.7 · Accepted 2024-04-23 16:16:13

Key Financial Figures

Filing Documents

Executive Compensation Preview

Executive Compensation Preview 4 Our Named Executive Officers 4 Proposal 1: Election of Directors 6 Majority Voting for Directors 6 Director Nominees 6 Director Qualifications and Skills 7 Director Biographies 9 Our Governance Framework 19 Our Board and Culture 19 Corporate Governance Overview 19 Board Leadership Structure 21 Director Independence 22 Criteria for Director Independence 22 Committees of the Board 23 Compensation and Human Capital Management Committee Matters 25 The Board's Role in Risk Oversight 26 Enterprise Risk Management Program 27 Nominating Board Candidates – Procedures and Qualifications 27 Board Meetings and Attendance 29 Board and Committee Evaluations 29 Shareholder Engagement Regarding Corporate Governance 30 Non-Employee Director Compensation 31 Director Compensation 31 Director Deferred Compensation Plan 31 Director Compensation for 2023 32 Stock Ownership Guideline for Non-Employee Directors 33 Other Executive Officers 33 ESG at Resideo 36 Related Party Transactions 38 Review, Approval and Ratification of Transactions with Related Parties 38 Beneficial Ownership 39 Stock Ownership of Certain Beneficial Owners 39 Stock Ownership of Directors and Executive Officers 40

Executive Compensation

Executive Compensation 42 Proposal 2: Advisory Vote to Approve Executive Compensation 42 Compensation Discussion and Analysis 43 Executive Summary 43 Our Executive Compensation Philosophy and Approach 43 Elements of Compensation 45 Compensation and Human Capital Management Committee Report 52 Summary Compensation Table 53 Grants of Plan-Based Awards — Fiscal Year 2023 55 Outstanding Equity Awards at 2023 Fiscal Year-End 56 Option Exercises and Stock Vested — Fiscal Year 2023 57 2024 PROXY STATEMENT Table of Contents 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 2024 PROXY STATEMENT Table of Contents 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,

Executive Compensation

Executive Compensation FOR 42 Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm FOR 71 Proposal 4. Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates FOR 74 Proposal 5. Shareholder Proposal Regarding Excessive Severance Pay AGAINST 79 2|2024 PROXY STATEMENT Table of Contents Director Dashboard Our Board of Directors Name Age Independent Board Committee Memberships Other Public Company Board Service Roger Fradin (Chairman) 70 Yes Finance Innovation and Technology Janus International Group L3Harris Technologies, Inc. Vertiv Holdings Co Jay Geldmacher (President & CEO) 68 No None Seagate Technology Holdings plc Paul Deninger 65 Yes Audit Finance (Chair) Innovation and Technology EverQuote Cynthia Hostetler 61 Yes Finance Nominating and Governance TriLinc Global Impact Fund, LLC Invesco Funds Vulcan Materials Company Brian Kushner 65 Yes Audit Finance Innovation and Technology Cumulus Media Inc. Jack Lazar 58 Yes Audit (Chair) Innovation and Technology Astera Labs, Inc. Box, Inc. GLOBALFOUNDRIES Inc. thredUP Nina Richardson 65 Yes Compensation and Human Capital Management Nominating and Governance (Chair) Cohu, Inc. Silicon Laboratories, Inc. Andrew Teich 63 Yes Compensation and Human Capital Management Innovation and Technology (Chair) Nominating and Governance Sensata Technologies Holding PLC Sharon Wienbar 62 Yes Compensation and Human Capital Management (Chair) Nominating and Governance Envois Corporation Kareem Yusuf 52 Yes Compensation and Human Capital Management Innovation and Technology Corporate Governance Highlights We are committed to strong corporate governance practices and policies, as described below, that support effective Board leadership and prudent management

Executive Compensation Preview

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 2023 included the following Named Executive Officers ("NEOs"): NAME POSITION Jay Geldmacher President and Chief Executive Officer Anthony L. Trunzo Executive Vice President, Chief Financial Officer Robert Aarnes President, ADI Global Distribution Jeannine Lane Executive Vice President, General Counsel & Corporate Secretary Dana Huth Executive Vice President, Chief Revenue Officer Phillip Theodore (1) Former President, Products & Solutions (1) Effective December 5, 2023, the Board appointed Thomas Surran to succeed Mr. Theodore as President, Products & Solutions, and Mr. Theodore was appointed to a non-executive officer position of Senior Vice President, Executive Advisor. 4|2024 PROXY STATEMENT Table of Contents

Forward-Looking Statements

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, 2023. 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. 2024 PROXY STATEMENT|5 Table of Contents Proposal 1: Election of Directors Our Board currently consists of ten directors, and the Board has set the size of the Board as of this year's Annual Meeting at ten. All directors will 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 unavail

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