{"url_path":"/sec/rezi/8-k/2026-06-04/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1740332/0001213900-26-065300-index.html","accession_number":"0001213900-26-065300","cik":"0001740332","ticker":"REZI","issuer_name":"RESIDEO TECHNOLOGIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1740332/0001213900-26-065300-index.html","primary_entity_key":"0001740332","primary_entity_name":"RESIDEO TECHNOLOGIES, INC."},"word_count":565,"has_tables":true,"body_markdown":"**Item 5.02. Compensatory Arrangements of Certain Officers.**\n\n** **\n\nAs previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2026, the Board\nof Directors (the “Board”) of the Company approved the appointment of Thomas Surran as President and Chief Executive Officer\nof the Company and as a director of the Company, in each case effective upon consummation of the ADI Spin-Off Transaction (the “Separation\nDate”). The ADI Spin-Off Transaction is expected to be completed between mid-third quarter and mid-fourth quarter of 2026. Mr. Surran\nwill succeed Jay Geldmacher, who will transition to an executive advisor role and will resign from the Board following the appointment\nof Mr. Surran upon consummation of the ADI Spin-Off Transaction, pursuant to the terms of a previously announced transition arrangement.\n\n \n\nOn June 2, 2026, the Compensation and Human Capital Management Committee\nof the Board (the “Compensation Committee”)\napproved the compensation and employment terms for Mr. Surran as set forth in an offer letter with the Company, effective as of the Separation\nDate. Pursuant to the offer letter, Mr. Surran will receive an annual base salary of $900,000 and will be eligible to earn an annual bonus\nwith a target opportunity equal to 135% of base salary; provided, that for 2026, the bonus will be determined based on a target of 100%\nof base salary pro-rated based on the number of days in the calendar year prior to the Separation Date and at a target of 135% of base\nsalary pro-rated based on the number of days in the calendar year following the Separation Date. Beginning in 2027, Mr. Surran will be\neligible for annual long-term incentive (“LTI”) awards, which may consist of time-based restricted stock units, options, performance-based\nrestricted stock units, or some combination thereof, as determined by the Compensation Committee in its discretion. The terms of all LTI\nawards will be governed by the Company’s applicable stock plan and relevant award agreements. In addition, as of the Separation\nDate, Mr. Surran will be granted an LTI award with a grant date value of $1,583,000 in the form of restricted stock units, with 100% of\nsuch restricted stock units vesting on the third anniversary of the grant date. Following the Separation Date, Mr. Surran will be required\nto (i) comply with the Company’s policy regarding outside board membership which requires that the CEO serve on no more than two\npublic company boards, including the Board, and (ii) hold an increased multiple of his annual base salary in Company shares in accordance\nwith the Company’s stock ownership guidelines.\n\n \n\nMr. Surran will continue to be eligible for the severance benefits\nprovided to the Company’s other executive officers under the Resideo Technologies, Inc. Severance Plan for Designated Officers in\neffect at the time of his separation. In order to receive severance benefits, Mr. Surran will be required under his offer letter to execute\na separation agreement that includes a release of claims in favor of the Company and its affiliates, and may be required to agree to certain\nnon-disclosure and restrictive covenants.\n\n \n\nIn addition to participating in the Company’s\nbenefits available to other employees and executives, Mr. Surran will receive (i) Company-paid annual premiums for an Excess Liability\nInsurance policy providing $5,000,000 of personal liability umbrella coverage per occurrence, and (ii) an annual executive physical benefit\nvalued at up to $7,500, subject to cost-of-living-adjustment increases."}