Sector: Industrials
RESIDEO TECHNOLOGIES INC · Meeting: June 3, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2018 with strong relevant experience; REZI's 3-year return of +124.5% outperforms the peer group median by +86.0 percentage points, well below the 65pp threshold needed to trigger a vote against, and no overboarding, attendance, or independence concerns apply.
CEO-director since 2020; the TSR trigger does not apply given REZI's strong outperformance of peer-group median; holds one outside public board seat (Seagate), which is within the two-seat limit for sitting CEOs, and no other policy flags apply.
Director since 2018 with deep finance and M&A experience; chairs the Finance Committee and serves on Audit with disclosed financial expertise; no TSR, overboarding, or independence concerns.
Director since 2020 with governance and investment management expertise; serves on three public company boards (including REZI), within policy limits; no TSR, independence, or attendance concerns.
Director since 2019 with extensive operational and restructuring experience; Audit Committee member with confirmed financial expertise; no overboarding, TSR, or attendance concerns.
Director since 2018 and Audit Committee Chair; holds seats on three other public company boards (Astera Labs, Box, GLOBALFOUNDRIES) for a total of four, which is at the policy limit but the board reviewed and approved this as not impairing effectiveness; CPA background confirms financial expertise and no TSR concerns apply.
Director since 2018 with global manufacturing and operations experience; serves on two other public company boards, within policy limits; no TSR, attendance, or independence concerns.
Director since 2024, joining within the past 24 months and therefore exempt from the TSR trigger under policy; brings private equity and industrials investment expertise, and holds one other public board seat within policy limits.
Director since 2024, joining within the past 24 months and therefore exempt from the TSR trigger under policy; brings over 15 years of CEO experience in industrial manufacturing and holds one other public board seat within policy limits.
Director since 2018 with technology investment and operating experience; chairs the Compensation Committee; holds two other public board seats within policy limits; no TSR, attendance, or independence concerns.
Director since 2021 with deep technology and innovation expertise from IBM; chairs the Innovation and Technology Committee; holds no other public board seats; no TSR, attendance, or independence concerns.
All eleven directors receive a FOR vote. REZI's 3-year total return of +124.5% outperforms the disclosed compensation peer group median by +86.0 percentage points, well below the 65-percentage-point threshold required to trigger an against vote under the strong-positive TSR tier. Two directors who joined in 2024 (Sleeper and Stroup) are within the 24-month new-director exemption period. No directors are overboarded, none failed the 75% attendance threshold, and all independent directors are properly classified with no familial relationships to senior management disclosed.
CEO
Jay Geldmacher
Total Comp
$2,714,465
Prior Support
82.4%%
CEO total compensation of $2,714,465 is modest for a $6.2 billion industrial company and is well within benchmark expectations for the role and market cap band; the CEO received no long-term equity grant in 2025 due to his planned retirement, which substantially reduced his total pay. The compensation program is appropriately structured with at least 50% of long-term incentive awards tied to performance conditions (relative total shareholder return versus the S&P 600 Index and return on invested capital over a three-year period), satisfying the pay-mix quality standard. Prior-year shareholder support was 82.4%, above the 70% threshold, and REZI's exceptional stock performance — up 124.5% over three years versus a peer median of 38.5% — confirms that above-target annual incentive payouts are well aligned with the shareholder experience.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$9,019,963
Non-Audit Fees
$1,895
Non-audit fees of $1,895 represent less than 0.1% of audit fees of $9,019,963, far below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $6.2 billion market-cap company. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire per policy. No material restatements are noted.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a long track record of submitting genuine governance-focused proposals, and this proposal qualifies as a mainstream governance improvement — written consent rights give shareholders a meaningful way to act between annual meetings without waiting a full year. The company's existing special meeting right requires shareholders owning 25% of outstanding shares to call a meeting, which is a high bar that the filer credibly argues makes the right largely unusable in practice, and adding written consent would provide a complementary and meaningful accountability mechanism. While the board's opposition raises legitimate points about minority shareholder participation, the overall governance case for providing shareholders this additional tool outweighs those concerns, particularly given that REZI lacks a written consent right entirely and the 25% special meeting threshold is among the more restrictive in the market.
The 2026 Resideo ballot presents four proposals: all eleven directors receive a FOR vote driven by strong three-year stock outperformance versus peers and no material governance flags; auditor ratification and Say on Pay both pass cleanly given negligible non-audit fees and a modestly-paid CEO with a well-structured performance-based pay program. The one stockholder proposal — a written consent rights request submitted by governance activist John Chevedden — receives a FOR vote because it represents a genuine governance improvement that would give shareholders a meaningful tool to act between annual meetings, complementing the company's restrictive 25% special meeting threshold.
11 companies disclosed in 2026 proxy filing
