John Stroup
RESIDEO TECHNOLOGIESAbout John Stroup
John Stroup (58) is an independent director of Resideo Technologies, Inc., serving since 2024. He is a Partner at Clayton, Dubilier & Rice (CD&R) and formerly served as Executive Chairman, Chairman, President and CEO of Belden Inc.; prior roles include leadership positions at Danaher Corporation and Scientific Technologies Inc. He holds a B.S. in Mechanical Engineering from Northwestern University and an MBA from the University of California-Berkeley . The Board has determined he meets NYSE independence standards, and he currently has no committee assignments at Resideo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Belden Inc. | President & CEO; Chairman; Executive Chairman | President & CEO (2005–2020); Chairman (2016–2020); Executive Chairman (2020–May 2021) | Led global signal transmission/security solutions; >15 years senior leadership |
| Danaher Corporation | VP Business Development; President (division, Motion Group); Group Executive (Motion Group) | Prior to 2005 | Industrial manufacturing leadership across Danaher Motion Group |
| Scientific Technologies Inc. | VP Marketing | Prior role pre-Danaher | Industrial safety/automation marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crane NXT, Co. | Director | Current | Public company directorship |
| Crane Company | Director | 2023–2024 | Former public company directorship |
| Belden Inc. | Director/Chairman | 2016–2020 (Chairman); 2005–2020 (CEO/Director) | Former public company directorship |
| Tenneco, Inc. | Director | 2020–2022 | Former public company directorship |
| Zurn Elkay Water Solutions Corporation | Director | 2008–2023 | Former public company directorship |
CD&R designation: Resideo’s Investment Agreement with CD&R provides director designation rights; CD&R designated Nathan Sleeper and John Stroup to the Board .
Board Governance
- Independence: The Board affirmed all non-employee directors (including Stroup) are independent under NYSE standards .
- Committee assignments: None (Stroup not currently serving on Audit, Compensation, Nominating, Finance, or Innovation & Technology) .
- Attendance: Board met eight times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Tenure: Director since 2024 .
- Board leadership structure: Independent Chairman; all committees composed solely of independent directors .
- CD&R-related governance: CD&R’s Investment Agreement includes preemptive rights, a standstill (to June 14, 2027 or 12 months after no Board designee), transfer restrictions (to June 14, 2026), and registration rights; CD&R is a related party under the Company’s policy .
Fixed Compensation
| Component | Detail | Amount/Terms | Citation |
|---|---|---|---|
| Fees Earned (Cash) | 2024 cash paid | $26,703 (paid directly to CD&R per Investment Agreement) | |
| Stock Awards (RSUs) | 2024 grant | $153,409 grant date fair value | |
| Total 2024 Director Compensation | Sum of cash + equity | $180,112 | |
| RSU Grant Details | Shares and grant date | 7,825 RSUs granted on June 20, 2024 at $19.61/share | |
| RSU Vesting | Standard director vesting | Vests on earliest of first anniversary of grant, death/disability, or removal coincident with change in control | |
| Meeting Fees | Policy | Not separately compensated for attending Board/Committee meetings | |
| Cash Retainer Structure (Reference) | Board member annual cash retainer | $90,000; committee chair/member additional retainers per schedule | |
| Annual Equity Retainer (Reference) | Annual RSUs | $160,000 grant value (generally at annual meeting) |
Note: For 2024, Stroup’s cash retainers were paid to CD&R; his RSU shares must be transferred to CD&R upon vesting per appointment terms .
Performance Compensation
| Metric Type | Director Applicability | Terms | Citation |
|---|---|---|---|
| Performance-based metrics | Not applicable to non-employee director pay | Director compensation consists of fixed cash retainers and time-based RSUs; no disclosed performance vesting | |
| Meeting-based pay | Not applicable | No per-meeting fees |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Citation |
|---|---|---|---|
| Crane NXT, Co. | Director | Not disclosed in REZI proxy | |
| Crane Company | Former Director | Not disclosed | |
| Belden Inc. | Former Director/Chairman | Not disclosed | |
| Tenneco, Inc. | Former Director | Not disclosed | |
| Zurn Elkay Water Solutions Corporation | Former Director | Not disclosed |
CD&R-related interlock: Stroup is a Partner at CD&R and a designated REZI director under CD&R’s Investment Agreement .
Expertise & Qualifications
- Senior leadership: Over 15 years as President/CEO/Director of Belden; >30 years in industrial manufacturing and strategy .
- Industrial/operations: Significant experience managing highly engineered products and business strategy development .
- Education: B.S. Mechanical Engineering (Northwestern); MBA (UC Berkeley) .
Equity Ownership
| Item | As of Date | Amount/Status | Citation |
|---|---|---|---|
| Shares of Common Stock owned | April 8, 2025 | — (no shares reported) | |
| Rights to acquire (within 60 days) | April 8, 2025 | — | |
| Beneficial Ownership % | April 8, 2025 | * (does not exceed 1%) | |
| Outstanding RSUs | Dec 31, 2024 | 7,825 shares | |
| RSU Transfer Requirement | On vesting | RSUs for Stroup must be transferred to CD&R | |
| Stock Ownership Guideline | Ongoing | 5x annual cash retainer ($450,000) by 5th anniversary; Stroup deemed to satisfy guideline via CD&R’s stock ownership | |
| Hedging/Pledging | Policy | Prohibited for directors (short sales, options, margin, pledging) |
Governance Assessment
- Committee impact: No committee assignments limits direct involvement in audit, compensation, finance, or innovation oversight; however, Board affirms his independence .
- Attendance/engagement: Board-level attendance thresholds were met (>75% for each director in 2024), indicating baseline engagement .
- Alignment and potential conflicts: Cash retainers paid to CD&R and RSUs required to be transferred to CD&R may align Stroup’s economic interests with CD&R rather than direct personal holdings—this is transparently disclosed and arises from CD&R’s Investment Agreement and designation rights; CD&R is a related party with preemptive, standstill, transfer, and registration rights .
- Ownership guideline compliance: Deemed satisfied via CD&R ownership, despite Stroup reporting no direct REZI share ownership as of April 8, 2025 .
- Broader governance signals: Independent Chairman and fully independent committees are positives; policies prohibit hedging/pledging and provide majority voting for directors; 2024 Say-on-Pay support was ~80.5%, indicating some shareholder dissent on executive pay context .
RED FLAGS
- Related-party alignment: Director compensation cash paid to CD&R and RSUs transferred to CD&R on vesting (potential conflict perception) .
- Investor designation rights: CD&R’s rights to designate directors and substantial governance-related rights under the Investment Agreement (preemptive, standstill, transfer restrictions, registration rights) .
- Personal ownership: No direct common stock ownership reported for Stroup as of April 8, 2025 (though guideline deemed met via CD&R) .
No director-specific legal proceedings, loans, or related-party transactions beyond Investment Agreement terms were disclosed for Stroup; hedging/pledging is prohibited for directors .