Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On December 2, 2019, the Resideo Technologies, Inc. (the
Company) announced a CEO transition and certain board changes. The Company announced that its board of directors is conducting a search for the Companys next president and chief executive officer, and that Michael G. Nefkens will
remain in his position as the Companys President and Chief Executive Officer until his successor is appointed, at which time Mr. Nefkens will also resign from the board.
The Company also announced that Brian Kushner was elected a director effective December 2, 2019 to a term expiring at the 2020 annual
meeting of stockholders. Mr. Kushner was appointed to the newly formed Strategic & Operational Committee. Mr. Kushner will participate in the non-employee director compensation program
described in the Companys proxy statement for its 2019 annual meeting of stockholders filed with the SEC on April 25, 2019, and will receive an annual equity grant pro-rated for his period of
service from election to the anniversary of the 2019 annual meeting of stockholders. In addition, Mr. Kushner will also receive an annual cash retainer of $10,000 for serving as a member of the Strategic & Operational Committee.
In connection with Mr. Nefkens departure from the Company, if Mr. Nefkens signs and does not rescind a separation agreement,
including a release in favor of the Company, and he complies with certain restrictive covenants, he is entitled to receive severance benefits in accordance with and subject to the conditions of the Companys Severance Plan for Designated
Officers (the Severance Plan). In addition, subject to the conditions of the Severance Plan and other conditions set forth in the separation agreement provided to Mr. Nefkens, Mr. Nefkens will also be entitled to receive
(i) continued vesting of a pro-rated portion of the restricted stock units that were granted to him on October 29, 2018, (ii) a payout of his fiscal 2019 annual incentive award even if his
employment terminates prior to the payment date, which amount will include any payment for actual achievement of the financial components plus one-half of the amount tied to individual performance
components, and (iii) a payment equal to his fiscal 2020 target annual incentive award, which is equal to 140% of his base salary (with his base salary remaining unchanged from fiscal 2019), pro-rated for
the portion of fiscal 2020 during which Mr. Nefkens remained employed. In addition, and subject to the same conditions, Mr. Nefkens will be entitled to a long-term incentive grant for fiscal 2020 valued at $1.433 million that vests
monthly during fiscal 2020 with a minimum vesting of three months and following the severance period, Mr. Nefkens will be engaged to provide consulting services for twelve months for an annual fee of $200,000. The restrictive covenants
applicable to Mr. Nefkens include one-year non-competition and two-year