Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January 7, 2020, Resideo Technologies, Inc. (the
Company) announced that Sach Sankpal was appointed the Companys President, Products & Solutions, effective immediately. Niccolo de Masi, the Companys current President, Products & Solutions and Chief
Innovation Officer, will continue to serve as Chief Innovation Officer, which will not be an executive officer position. Mr. de Masi resigned from the Companys board of directors effective at the close of business on January 6, 2020.
The Compensation Committee of the board approved revised employment terms for Mr. de Masis continued employment as Chief
Innovation Officer. Mr. de Masi will continue to receive his current base salary and annual incentive compensation, but will not receive any further equity awards. Mr. de Masi will be eligible for severance under the Companys
Severance Pay Plan for Designated Executive Employees (the Severance Plan), with eligibility for 18 months of salary continuation payments in the event of Mr. de Masis qualifying termination within the next twelve months. In
the event of a qualifying termination, Mr. de Masi will be eligible for continued vesting of his November 18, 2018 restricted stock unit award. In addition, if a qualifying termination occurs prior to the applicable payment date, he will
also be eligible for a payout of his fiscal 2019 and subsequent annual incentive awards, which amounts will include any payment for actual achievement of the financial components plus one-half of the
amount tied to individual performance components, provided the payout of subsequent annual incentive awards will be pro-rated based on the period of the year during which he was employed. All of the severance
benefits are subject to the conditions in the Severance Plan, and the additional benefits are also subject to Mr. de Masis compliance with other covenants governing his continued employment and compliance with his other agreements with
the Company, which
include one-year non-competition and two-year non-solicitation
The Compensation Committee also finalized the terms of a separation agreement with
Mr. Nefkens in connection with the previously announced search for a new Chief Executive Officer. In addition to the compensation arrangements previously disclosed, the Compensation Committee agreed that Mr. Nefkens will be eligible for
continued vesting of the full amount of the restricted stock units that were granted to him on October 29, 2018, and that Mr. Nefkens can select his termination date upon 60 days advance notice to the board and receive the severance
benefits under the Companys Severance Plan for Designated Officers, but without the additional benefits.