Brian Kushner
RESIDEO TECHNOLOGIESAbout Brian Kushner
Dr. Brian Kushner (age 66) is an independent director at Resideo Technologies, Inc. (REZI) since 2019. He is a Senior Managing Director at FTI Consulting with 41 years of leadership experience across telecom, media, manufacturing, consumer products, technology, and defense, and holds a B.S., M.S., and Ph.D. in Applied Physics from Cornell University . At Resideo, he serves on the Audit and Finance Committees and is designated by the Board as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTI Consulting, Inc. | Senior Managing Director; co-leads aerospace & defense; activism & M&A solutions | 2009–present | Led/supported 100+ engagements focused on strategy, M&A, revenue enhancement, cost reduction, supply chain, and restructuring |
| CXO, L.L.C. | Co-founder; boutique interim/turnaround management (acquired by FTI 2008) | 2001–2008 | Interim CEO/CRO across multiple companies; leadership through restructurings including bankruptcy processes (e.g., Relativity Media LLC, 2015) |
| Various companies | CEO, interim CEO, CRO (multiple) | Various | Operational turnarounds; complex restructurings and M&A execution at >25 companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cumulus Media Inc. | Director (current) | Not stated | Public company board service |
| Mudrick Capital Acquisition Corp II | Director (former) | 2020–2022 | SPAC board |
| Mudrick Capital Acquisition Corp | Director (former) | 2018–2020 | SPAC board |
| Thryv, Inc. | Director (former) | 2016–2020 | Public company board service |
| Luxfer Holdings PLC | Director (former) | 2016–2018 | Public company board service |
| EveryWare Global, Inc. | Director (former) | 2015–2016 | Public company board service |
| Univ. of Texas at Austin (College of Natural Sciences) | Advisory Council Member | Not stated | Academic advisory role |
| Cornell University Engineering | College Council (Emeritus) | Not stated | Academic advisory role |
Board Governance
- Committee assignments: Audit (member) and Finance (member) .
- Audit Committee financial expert designation: Board determined that Messrs. Lazar, Deninger, and Kushner each qualify as an “audit committee financial expert” .
- Independence: Non-employee director; Board affirmed independence under NYSE and SEC rules, including heightened criteria for Audit and Compensation Committee members .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and Committee meetings; all but one director attended the 2024 annual meeting .
- Committee meeting cadence (2024): Audit (7), Compensation & HCM (6), Nominating & Governance (7), Finance (13), Innovation & Technology (5) .
- Governance policies relevant to directors: Prohibitions on short sales, hedging, margin accounts, and pledging; stock ownership guidelines; proxy access; majority voting; no poison pill; special meeting rights .
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Board cash retainer | $90,000 per year | |
| Committee chair/member retainers | Audit: Chair $25,000; Member $12,500; Compensation & HCM: Chair $20,000; Member $10,000; Finance: Chair $15,000; Member $7,500; Nominating & Governance: Chair $15,000; Member $7,500; Innovation & Tech: Chair $15,000; Member $7,500 | |
| Meeting fees | None; no separate compensation for attending Board/Committee meetings | |
| 2024 cash paid to Kushner | $111,641 | |
| 2024 equity grant fair value to Kushner | $159,980 in RSUs | |
| 2024 total director compensation (Kushner) | $271,621 |
Notes:
- RSUs are granted on the annual meeting date and generally vest on the earliest of the first anniversary, death/disability, or removal coincident with change in control; directors joining mid-cycle receive pro-rated grants .
- Director Deferred Compensation Plan allows conversion/deferral of cash and deferral of vested RSUs into DSUs or deferred cash; distribution typically 7 months after Board service ends .
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant-Date Fair Value/Share | Vesting/Terms | Source |
|---|---|---|---|---|---|
| Annual RSUs (Kushner) | June 5, 2024 | 7,600 | $21.05 | Generally vest 100% on first anniversary; accelerated upon death/disability or removal concurrent with change in control; eligible for deferral | |
| Outstanding RSUs (12/31/2024) | — | 7,600 | — | Unvested outstanding RSUs at FYE |
Resideo’s director equity is time-based RSUs; no performance-vested director awards disclosed .
Other Directorships & Interlocks
| Company | Sector/Type | Role | Interlock/Conflict Relevance |
|---|---|---|---|
| Cumulus Media Inc. | Media | Director (current) | No customer/supplier interlock with Resideo disclosed |
| Mudrick Capital Acquisition Corp II | SPAC | Director (former) | None disclosed |
| Mudrick Capital Acquisition Corp | SPAC | Director (former) | None disclosed |
| Thryv, Inc. | Technology/SMB services | Director (former) | None disclosed |
| Luxfer Holdings PLC | Industrials | Director (former) | None disclosed |
| EveryWare Global, Inc. | Consumer products | Director (former) | None disclosed |
Compensation Committee interlocks: None—no member served as a Resideo officer; no Resideo officer serves on another company’s compensation committee with reciprocal interlocks .
Expertise & Qualifications
- Corporate performance optimization across strategy, M&A, revenue, product introduction, supply chain, cost reduction, and complex restructuring (100+ engagements) .
- M&A execution on >25 transactions as director/CEO/CRO .
- Audit committee financial expert; finance literacy under NYSE rules .
- Education: B.S., M.S. (Applied Physics with EE minor), Ph.D. (Applied Physics), Cornell University .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares of common stock (as of 4/8/2025) | 49,084 | Beneficial ownership excludes DSUs; percentage of class indicated as <1% (*) |
| Rights to acquire shares within 60 days | — | No director stock options; none exercisable |
| Total beneficial ownership (as defined) | 49,084 | — |
| Deferred Share Units (DSUs) | — | Plan exists; Kushner shows no DSUs outstanding |
| Outstanding RSUs (12/31/2024) | 7,600 | Annual RSU grant |
| Stock ownership guideline | 5x annual cash retainer ($450,000); 5-year compliance window | Includes common, RSUs, DSUs |
| Guideline compliance (as of 12/31/2024) | All directors met minimum ownership | Includes Kushner |
| Hedging/pledging policy | Prohibited for directors | Also prohibits short sales, margin accounts, certain derivatives |
Governance Assessment
- Board effectiveness: Kushner reinforces financial oversight and capital allocation discipline via Audit and Finance membership; designation as audit committee financial expert supports robust reporting and risk oversight, including cybersecurity risk reviewed by Audit Committee .
- Independence & engagement: Affirmed independent; attended at least 75% of meetings (Board-wide standard for 2024), with active committee participation; committees are fully independent .
- Compensation alignment: 2024 mix emphasizes equity alignment (RSUs $159,980 vs cash $111,641; no meeting fees); directors subject to stringent ownership guidelines and hedging/pledging prohibitions .
- Potential conflicts/related-party exposure: No related-party transactions disclosed involving Kushner. FTI Consulting affiliation noted; no engagements with Resideo disclosed. Company maintains formal Related Party Transaction Policy with Audit Committee oversight .
- Shareholder signals: Governance practices include majority voting, proxy access, independent chair, and prohibitions on hedging/pledging; Board conducts annual evaluations, maintains overboarding policy, and disclosed enforcement for another director, indicating active governance hygiene .
RED FLAGS
- None disclosed specific to Kushner (no RPTs, hedging/pledging, attendance shortfalls, or compensation anomalies). Monitor for any future FTI Consulting engagements with Resideo that could create perceived conflicts; current proxy shows none .