Jack Lazar

About Jack Lazar

Independent Director at Resideo (REZI) since 2018; age 59 in 2025. Lazar chairs the Audit Committee and sits on the Innovation & Technology Committee. He is a CPA (inactive) with 31 years of finance/operations leadership including CFO roles at GoPro and Atheros, and audit experience at Price Waterhouse; BS in Commerce (Accounting) from Santa Clara University . The Board has determined Lazar is independent and an audit committee financial expert under SEC rules and NYSE standards .

Past Roles

External Roles

Former public boards include Silicon Laboratories (2013–2022), Casper Sleep (2019–2022), Mellanox Technologies (2018–2020), Quantenna Communications (2016–2019), TubeMogul (2013–2016) .

Board Governance

• Committee assignments: Audit Committee Chair; Innovation & Technology Committee member .
• Independence: Board annually affirmed independence for non-employee directors; heightened standards applied to Audit and Compensation committees .
• Audit committee expertise: Lazar deemed “audit committee financial expert”; audit responsibilities include oversight of financial reporting, internal controls, and major risk areas including cybersecurity and supply chain/product quality .
• Board load (overboarding): In Feb 2025, Board reviewed Lazar’s simultaneous service on five public company boards/audit committees, determined it did not impair effectiveness but required transition to policy compliance by 2025 annual meeting; ThredUp 8-K confirmed resignation to return to four boards .
• Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings; 2024 committee meetings: Audit 7; Innovation & Technology 5 .
• No meeting fees: Directors are not separately compensated for attending Board/Committee meetings .

Fixed Compensation

• Program (2024): Annual Board cash retainer $90,000; Committee chair/member retainers—Audit $25,000/$12,500; Compensation $20,000/$10,000; Finance $10,000/$5,000; Nominating $15,000/$7,500; Innovation & Technology $10,000/$5,000; Equity RSUs $160,000 annually .
• Program updates (2024–2025): Finance and Innovation & Technology chair/member retainers increased to $15,000/$7,500 effective July 1, 2024; Chairman additional retainer $125,000; special incremental chair retainer $375,000 for M&A/management transition oversight (applies to Chairman, not Lazar) .

Performance Compensation

• Non-employee director equity is time-based RSUs, generally vesting on the first anniversary of grant, or upon death/disability or removal coincident with change-in-control; no performance metrics (no revenue/EBITDA/TSR goals) .

Directors may elect to defer annual cash retainer and vested RSUs into DSUs, payable in stock ~7 months after separation from Board .

Other Directorships & Interlocks

• REZI Board policy “limits on memberships on other boards” and independence criteria explicitly consider commercial relationships; Board confirmed absence of material commercial relationships with companies where directors serve (ordinary course, market terms) .
• Policies prohibiting short sales, hedging, margin accounts and pledging for directors .

Expertise & Qualifications

• Financial expert; extensive capital markets experience (Atheros IPO 2004; GoPro IPO $1.4B in 2014; multiple acquisitions); executive leadership in CFO/corp dev roles since 1992 .
• Technology/operations oversight; service and leadership across tech boards; audit committee chair experience across multiple companies .

Equity Ownership

• Director stock ownership guideline: ≥5× annual cash retainer ($450,000) by 5th anniversary; as of Dec 31, 2023, all directors except one (Yusuf) met the guideline—implies Lazar in compliance .
• Pledging/hedging prohibited .

Insider Trades (Form 4)

Note: Company disclosed a late Section 16(a) filing for Lazar on Jan 5, 2024, reporting shares issued in lieu of cash retainers on Jan 2, 2024 .

Governance Assessment

• Strengths: Audit Committee Chair with “financial expert” designation; clear risk oversight mandate including cybersecurity and product quality; independence affirmed; strong ownership alignment via RSUs/DSUs and compliance with 5× retainer stock ownership guideline; no meeting fees; hedging/pledging prohibited .
• Watch items: Overboarding risk addressed—Board required Lazar to step down from ThredUp by May 21, 2025 to comply with REZI limits; Board concluded his simultaneous service on five boards/audit committees did not impair effectiveness before transition . Minor compliance lapse: one late Form 4 in 2024 .
• Compensation mix: Predominantly fixed cash plus time-based RSUs; no performance-based equity—limits pay-for-performance signaling for directors but aligns with standard market practice; 2023/2024 RSU grants and cash totals disclosed for Lazar .
• Conflicts/related party: Proxy independence review confirmed no material commercial relationships tied to directors’ outside companies; no Lazar-specific related party transactions disclosed .

Appendix: Committee Responsibilities Snapshot

• Audit (Chair: Lazar): oversees auditor appointment, financial reporting, internal controls, complaint procedures, and major risk exposures including cybersecurity, litigation, supply chain/manufacturing/product quality .
• Innovation & Technology (Member: Lazar): oversees strategic direction and investment in technology initiatives; cash retainer adjustments effective July 1, 2024 .