Cynthia Hostetler
RESIDEO TECHNOLOGIESAbout Cynthia Hostetler
Independent director at Resideo Technologies since 2020; age 62. She chairs the Nominating & Governance Committee and serves on the Finance Committee. Background includes 26 years in investment management, notably as Head of Investment Funds & Private Equity at the U.S. Overseas Private Investment Corporation (OPIC, now DFC), President of First Manhattan Bancorporation, and corporate lawyer at Simpson Thacher. Education: B.A. (SMU) and J.D. (University of Virginia School of Law). Independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Overseas Private Investment Corporation (OPIC/DFC) | Head of Investment Funds & Private Equity | 2001–2009 | Oversaw multi‑billion dollar private equity program emphasizing corporate responsibility and emerging markets investing |
| First Manhattan Bancorporation | President | 1991–2006 | Led regional bank holding company |
| Simpson Thacher & Bartlett | Corporate Lawyer | n/d | Corporate law practice (New York) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vulcan Materials Company | Director | Current | Public company directorship |
| Invesco Funds | Trustee (registered investment company) | Current | Governance/regulatory oversight |
| TriLinc Global Impact Fund, LLC | Director | Current | Governance Committee Chair |
| Textainer Group Holdings Limited | Director | 2020–2024 | Former public board |
| Genesee & Wyoming, Inc. | Director | 2018–2019 | Former public board |
| Edgen Group Inc. | Director | 2013–2014 | Former public board |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Finance. All committees are comprised solely of independent directors. 2024 meetings held: Nominating & Governance (7), Finance (13).
- Independence: Board determined she is independent under NYSE and company standards.
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings on which they served.
- Board tenure: Director since 2020.
- Governance scope of Nominating & Governance Committee includes board composition, independence disclosures, Code oversight, insider trading policies, corporate responsibility oversight, supply chain oversight, and annual board/committee evaluations.
- Governance policies: Majority voting for directors in uncontested elections; independent Chair; proxy access; prohibition on short sales/hedging/margin/pledging by directors; 5x annual cash retainer stock ownership guideline for non‑employee directors.
Fixed Compensation
Program structure for non‑employee directors (current):
| Element | Annual Retainer ($) |
|---|---|
| Board member cash retainer | 90,000 |
| Nominating & Governance Committee – Chair | 15,000 |
| Finance Committee – Member | 7,500 |
| Annual RSU grant (time‑based) | 160,000 |
2024 actual reported compensation for Ms. Hostetler:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($, grant-date fair value) | Total ($) |
|---|---|---|---|
| 2024 | 105,350 | 159,980 | 265,330 |
Notes:
- Committee chair/member cash retainers for Finance and Innovation & Technology were increased effective July 1, 2024 (Chair: $10k→$15k; Member: $5k→$7.5k).
- Cash is paid quarterly in arrears; RSUs generally vest on the first anniversary of grant (or earlier upon death/disability or removal coincident with change in control). No meeting fees.
Performance Compensation
Directors do not receive performance‑based incentives at Resideo; annual equity is delivered as time‑based RSUs with one‑year vesting.
Director equity grant details (2024):
| Grant Date | Instrument | Shares Granted (#) | Grant-Date FV ($/sh) | Grant-Date FV (Total $) | Vesting Terms |
|---|---|---|---|---|---|
| June 5, 2024 | RSUs | 7,600 | 21.05 | 159,980 | 100% on first anniversary; earlier upon death/disability or removal at change in control |
Deferral capability:
- Directors may elect to defer cash fees into deferred stock units (DSUs) or deferred cash and defer vested RSUs; DSUs/deferrals paid in shares typically 7 months after separation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Vulcan Materials (Director); Invesco Funds (Trustee); TriLinc Global Impact Fund, LLC (Director; Governance Chair) |
| Former public boards | Textainer Group Holdings (2020–2024); Genesee & Wyoming (2018–2019); Edgen Group (2013–2014) |
| Overboarding policy alignment | Company guideline: other (non‑executive) directors ≤4 public boards including Resideo; Board monitors and enforces. Ms. Hostetler’s disclosed roles are within policy. |
Expertise & Qualifications
- Institutional investor and fund governance expertise; service as full‑time non‑executive board member across public funds and corporates.
- Led OPIC’s multi‑billion private equity funds program; governance chair experience at TriLinc.
- Legal training (UVA Law) and banking leadership (First Manhattan Bancorporation).
Equity Ownership
| Item | Amount | As‑of | Notes |
|---|---|---|---|
| Common shares owned | 6,143 | April 8, 2025 | Excludes DSUs/RSUs not vested within 60 days |
| Deferred Share Units (DSUs) | 31,680 | April 8, 2025 | Non‑voting; payable in shares post‑service |
| Outstanding equity awards (unvested RSUs etc.) | 39,280 | Dec 31, 2024 | Director equity outstanding count |
| Shares outstanding (for reference) | 148,493,879 | April 8, 2025 | Company common stock outstanding |
| Ownership as % of common | ~0.004% | Derived from 6,143/148,493,879 | |
| Director ownership guideline | ≥5x annual cash retainer ($450,000) within 5 years | Policy | All directors met minimum as of Dec 31, 2024; funds‑designated directors deemed satisfied via CD&R holdings (not applicable to Hostetler) |
Policies enhancing alignment:
- Prohibitions on short sales, hedging, margin, and pledging by directors.
Governance Assessment
- Board effectiveness: As Nominating & Governance Committee Chair, Hostetler oversees director recruitment, independence determinations, board/committee evaluations, governance disclosures, code oversight, insider trading policy, and corporate responsibility oversight—central levers for board quality and risk oversight. Committee met 7 times in 2024.
- Independence and engagement: Classified independent; the Board reported all directors met at least 75% attendance across 8 Board meetings and relevant committees in 2024.
- Compensation alignment: Director pay structure is balanced between cash and time‑based equity; no options or performance bonuses for directors (limits risk). Annual RSU size is fixed ($160k) with 1‑year vesting, and a robust 5x retainer ownership guideline supports alignment.
- Potential conflicts/related‑party exposure: Proxy discloses related‑party arrangements relating to the CD&R investment and a former chair advisory agreement; no transactions involving Ms. Hostetler are identified. Company maintains a formal related‑party transactions policy overseen by the Audit Committee.
- Overboarding/commitments: Company enforces board limits and disclosed active monitoring; her current slate appears within policy thresholds.
- Shareholder sentiment signals: 2024 Say‑on‑Pay support was ~80.5%; in response to investor feedback, the Compensation Committee added ROIC to 2025 PSU metrics and capped rTSR payouts when absolute TSR is negative—indicative of responsive governance.
Red flags observed: None disclosed specific to Ms. Hostetler. Risk mitigants include independence, governance chair role, robust ownership guidelines, and anti‑hedging/pledging policies.