RESIDEO TECHNOLOGIES, INC., DEF 14A filed on 4/23/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Resideo Technologies, Inc.
Entity Central Index Key 0001740332
v3.25.1
Pay vs Performance Disclosure
 5 Months Ended 7 Months Ended 12 Months Ended
May 27, 2020
Dec. 31, 2020
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay Versus Performance
Under the rules of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance in conformance with Item 402(v) of Regulation S-K. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table on page 58 and CEO and other NEO performance year compensation tables shown on pages 52 and 53, respectively. See below for a reconciliation of the total compensation shown in the Summary Compensation Table to CAP.
Resideo’s Compensation and Human Capital Management Committee makes executive compensation decisions independent of SEC disclosure requirements and reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance. See “Compensation Discussion and Analysis” above for a discussion of our decision-making process.
Pay vs Performance Table(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total
for First CEO
(CEO 1)
 
 
Summary
Compensation
Table Total for
Second
CEO(2)(3)
(CEO 2)
 
 
Compensation
Actually Paid
to First CEO
(CEO 1)
 
 
Compensation
Actually
Paid to Second
CEO(2)(3)
(CEO 2)
 
 
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs
 
 
Average
Compensation
Actually Paid
for Non-CEO
NEOs(2)(3)
 
 
Value of Fixed $100
Investment Based on:
 
 
Net
Income
 
 
Operating
Income Margin(6)
 
 
Total
Shareholder
Return(4)
 
 
S&P 600
Total
Shareholder
Return(5)
 
 
2024
 
 
—
 
 
$15,000,857
 
 
—
 
 
$20,935,069
 
 
$4,089,163
 
 
$6,343,168
 
 
$193
 
 
$138
 
 
$116,000,000
 
 
7.70%
 
 
2023
 
 
—
 
 
$15,207,609
 
 
—
 
 
$15,077,967
 
 
$3,741,970
 
 
$4,017,606
 
 
$158
 
 
$129
 
 
$210,000,000
 
 
9.60%
 
 
2022
 
 
—
 
 
$12,575,407
 
 
—
 
 
($3,523,691)
 
 
$3,610,970
 
 
($1,990,076)
 
 
$138
 
 
$113
 
 
$283,000,000
 
 
10.48%
 
 
2021
 
 
—
 
 
$14,103,270
 
 
—
 
 
$16,023,137
 
 
$3,977,809
 
 
$5,726,287
 
 
$218
 
 
$137
 
 
$242,000,000
 
 
9.84%
 
 
2020
 
 
$3,906,587
 
 
$4,697,966
 
 
$3,659,863
 
 
$12,432,207
 
 
$3,191,673
 
 
$6,198,341
 
 
$178
 
 
$110
 
 
$37,000,000
 
 
9.70%
 
(1)
Resideo’s first chief executive officer for fiscal 2020 was Michael Nefkens. Resideo’s second chief executive officer for fiscal 2020 through fiscal 2024 was Jay Geldmacher. Resideo’s other, non-CEO, NEOs for fiscal 2020 were Anthony Trunzo, Stephen Kelly, Robert Aarnes, Jeannine Lane, Robert Ryder, Michael Flink, and Sachin Sankpal. Resideo’s other, non-CEO, NEOs for fiscal 2021 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Travis Merrill. Resideo’s other, non-CEO, NEOs for fiscal 2022 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Jeannine Lane. Resideo’s other, non-CEO, NEOs for fiscal 2023 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, Jeannine Lane, and Dana Huth. Resideo’s other, non-PEO, NEOs for fiscal 2024 were Anthony Trunzo, Robert Aarnes, Jeannine Lane, Dana Huth, Michael Carlet, and Tom Surran.
(2)
The table below reconciles Total Compensation from the Summary Compensation Table to CAP to our CEOs and Non-CEO NEOs (averaged):
 
 
 
 
Compensation Actually Paid Calculation Detail
 
 
Compensation Element
 
 
2024
(CEO 2)
 
 
2024
(Avg.
Non-CEO
NEO)
 
 
SCT Reported Total Compensation
 
 
$15,000,857
 
 
$4,089,163
 
 
(i) Aggregate SCT Reported Equity Compensation (-)
 
 
$11,846,817
 
 
$2,761,945
 
 
(ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+)
 
 
$12,427,621
 
 
$4,231,881
 
 
(iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+)
 
 
$5,118,537
 
 
$721,136
 
 
(iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)
 
 
$0
 
 
$23,621
 
 
(v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+)
 
 
$234,871
 
 
$98,220
 
 
(vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-)
 
 
$0
 
 
$0
 
 
(vii) Year-Over-Year Change in Deferred Benefits and Pension Value (-)
 
 
$0
 
 
$58,907
 
 
(viii) Current Year Pension Service Costs (+)
 
 
$0
 
 
$0
 
 
Compensation Actually Paid Determination
 
 
$20,935,069
 
 
$6,343,168
 
(3)
Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718.
(4)
Total shareholder return calculated based on an assumed $100 investment as of December 31, 2019.
(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:
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Resideo
 
 
S&P 400 Industrials Index
 
 
S&P 600 Index
 
 
2024
 
 
$193
 
 
$194
 
 
$138
 
 
2023
 
 
$158
 
 
$172
 
 
$129
 
 
2022
 
 
$138
 
 
$132
 
 
$113
 
 
2021
 
 
$218
 
 
$150
 
 
$137
 
 
2020
 
 
$178
 
 
$116
 
 
$110
 
 
 
 
 
 
 
 
 
 
 
 
 
(6)
Calculation of Operating Income Margin, as adjusted for incentive compensation purposes, is described under “Compensation Discussion and Analysis — Elements of Compensation — 2024 Annual Incentive Plan” above.
       
Company Selected Measure Name     Operating Income Margin        
Named Executive Officers, Footnote    
(1)
Resideo’s first chief executive officer for fiscal 2020 was Michael Nefkens. Resideo’s second chief executive officer for fiscal 2020 through fiscal 2024 was Jay Geldmacher. Resideo’s other, non-CEO, NEOs for fiscal 2020 were Anthony Trunzo, Stephen Kelly, Robert Aarnes, Jeannine Lane, Robert Ryder, Michael Flink, and Sachin Sankpal. Resideo’s other, non-CEO, NEOs for fiscal 2021 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Travis Merrill. Resideo’s other, non-CEO, NEOs for fiscal 2022 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, and Jeannine Lane. Resideo’s other, non-CEO, NEOs for fiscal 2023 were Anthony Trunzo, Phillip Theodore, Robert Aarnes, Jeannine Lane, and Dana Huth. Resideo’s other, non-PEO, NEOs for fiscal 2024 were Anthony Trunzo, Robert Aarnes, Jeannine Lane, Dana Huth, Michael Carlet, and Tom Surran.
       
Peer Group Issuers, Footnote    
(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:
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Resideo
 
 
S&P 400 Industrials Index
 
 
S&P 600 Index
 
 
2024
 
 
$193
 
 
$194
 
 
$138
 
 
2023
 
 
$158
 
 
$172
 
 
$129
 
 
2022
 
 
$138
 
 
$132
 
 
$113
 
 
2021
 
 
$218
 
 
$150
 
 
$137
 
 
2020
 
 
$178
 
 
$116
 
 
$110
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Changed Peer Group, Footnote    
(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:
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Resideo
 
 
S&P 400 Industrials Index
 
 
S&P 600 Index
 
 
2024
 
 
$193
 
 
$194
 
 
$138
 
 
2023
 
 
$158
 
 
$172
 
 
$129
 
 
2022
 
 
$138
 
 
$132
 
 
$113
 
 
2021
 
 
$218
 
 
$150
 
 
$137
 
 
2020
 
 
$178
 
 
$116
 
 
$110
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Adjustment To PEO Compensation, Footnote    
(2)
The table below reconciles Total Compensation from the Summary Compensation Table to CAP to our CEOs and Non-CEO NEOs (averaged):
 
 
 
 
Compensation Actually Paid Calculation Detail
 
 
Compensation Element
 
 
2024
(CEO 2)
 
 
2024
(Avg.
Non-CEO
NEO)
 
 
SCT Reported Total Compensation
 
 
$15,000,857
 
 
$4,089,163
 
 
(i) Aggregate SCT Reported Equity Compensation (-)
 
 
$11,846,817
 
 
$2,761,945
 
 
(ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+)
 
 
$12,427,621
 
 
$4,231,881
 
 
(iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+)
 
 
$5,118,537
 
 
$721,136
 
 
(iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)
 
 
$0
 
 
$23,621
 
 
(v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+)
 
 
$234,871
 
 
$98,220
 
 
(vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-)
 
 
$0
 
 
$0
 
 
(vii) Year-Over-Year Change in Deferred Benefits and Pension Value (-)
 
 
$0
 
 
$58,907
 
 
(viii) Current Year Pension Service Costs (+)
 
 
$0
 
 
$0
 
 
Compensation Actually Paid Determination
 
 
$20,935,069
 
 
$6,343,168
 
        
Non-PEO NEO Average Total Compensation Amount     $ 4,089,163 $ 3,741,970 $ 3,610,970 $ 3,977,809 $ 3,191,673
Non-PEO NEO Average Compensation Actually Paid Amount     $ 6,343,168 4,017,606 (1,990,076) 5,726,287 6,198,341
Adjustment to Non-PEO NEO Compensation Footnote    
(2)
The table below reconciles Total Compensation from the Summary Compensation Table to CAP to our CEOs and Non-CEO NEOs (averaged):
 
 
 
 
Compensation Actually Paid Calculation Detail
 
 
Compensation Element
 
 
2024
(CEO 2)
 
 
2024
(Avg.
Non-CEO
NEO)
 
 
SCT Reported Total Compensation
 
 
$15,000,857
 
 
$4,089,163
 
 
(i) Aggregate SCT Reported Equity Compensation (-)
 
 
$11,846,817
 
 
$2,761,945
 
 
(ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+)
 
 
$12,427,621
 
 
$4,231,881
 
 
(iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+)
 
 
$5,118,537
 
 
$721,136
 
 
(iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)
 
 
$0
 
 
$23,621
 
 
(v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+)
 
 
$234,871
 
 
$98,220
 
 
(vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-)
 
 
$0
 
 
$0
 
 
(vii) Year-Over-Year Change in Deferred Benefits and Pension Value (-)
 
 
$0
 
 
$58,907
 
 
(viii) Current Year Pension Service Costs (+)
 
 
$0
 
 
$0
 
 
Compensation Actually Paid Determination
 
 
$20,935,069
 
 
$6,343,168
 
        
Compensation Actually Paid vs. Total Shareholder Return            
Compensation Actually Paid vs. Net Income            
Compensation Actually Paid vs. Company Selected Measure            
Total Shareholder Return Vs Peer Group            
Tabular List, Table    
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:
 
 
 
 
Operating Income Margin*
 
 
Constant Currency Net Revenue*
 
 
Relative Total Shareholder Return
 
 
 
 
*
As used in our annual incentive plan for fiscal 2024, each measure was adjusted as described above under “Compensation Discussion and Analysis — Elements of Compensation — 2024 Annual Incentive Plan.
       
Total Shareholder Return Amount     $ 193 158 138 218 178
Peer Group Total Shareholder Return Amount     138 129 113 137 110
Net Income (Loss)     $ 116,000,000 $ 210,000,000 $ 283,000,000 $ 242,000,000 $ 37,000,000
Company Selected Measure Amount     0.077 0.096 0.1048 0.0984 0.097
PEO Name Michael Nefkens Jay Geldmacher Jay Geldmacher Jay Geldmacher Jay Geldmacher Jay Geldmacher  
Peer Group Total Shareholder Return Amount Using Previous Peer Group     $ 194 $ 172 $ 132 $ 150 $ 116
Measure:: 1              
Pay vs Performance Disclosure              
Name     Operating Income Margin        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Constant Currency Net Revenue        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Relative Total Shareholder Return        
Michael Nefkens [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 0 0 0 0 3,906,587
PEO Actually Paid Compensation Amount     0 0 0 0 3,659,863
Jay Geldmacher [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     15,000,857 15,207,609 12,575,407 14,103,270 4,697,966
PEO Actually Paid Compensation Amount     20,935,069 $ 15,077,967 $ (3,523,691) $ 16,023,137 $ 12,432,207
PEO | Jay Geldmacher [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Jay Geldmacher [Member] | Aggregate Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Jay Geldmacher [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (11,846,817)        
PEO | Jay Geldmacher [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     12,427,621        
PEO | Jay Geldmacher [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     5,118,537        
PEO | Jay Geldmacher [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Jay Geldmacher [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     234,871        
PEO | Jay Geldmacher [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (58,907)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,761,945)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     4,231,881        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     721,136        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     23,621        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     98,220        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0        
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true