Nathan Sleeper
RESIDEO TECHNOLOGIESAbout Nathan Sleeper
Nathan Sleeper, 51, is an independent director at Resideo Technologies (REZI) since 2024. He is CEO of Clayton, Dubilier & Rice (CD&R) and chairs its executive committee; he also serves on CD&R’s investment, operating review, and compliance committees, and previously worked in Goldman Sachs’ investment banking division. He holds a B.A. from Williams College and an MBA from Harvard Business School. His board tenure at REZI began via CD&R’s designation rights associated with Resideo’s Snap One transaction and preferred investment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clayton, Dubilier & Rice | Chief Executive Officer | 2021–present | Chairs executive committee; member of investment, operating review, and compliance committees |
| Goldman Sachs (Investment Banking) | Banker | Prior to 2000 | Investment banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None (current public company boards) | — | — | — |
| Williams College | Trustee | Current | Chair, Investment Committee for endowment |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | None |
| Committee chair roles | None |
| Independence status | Independent (NYSE standards) |
| Attendance (2024) | Each director attended ≥75% of Board and committee meetings |
| Board service start | Director since 2024 |
| Lead Independent Director role | Not disclosed |
Fixed Compensation
| Component | 2024 Actual | 2025 Program (Annual) |
|---|---|---|
| Cash fees | $26,703 (paid directly to CD&R per Investment Agreement) | $90,000 Board retainer; plus applicable chair/member committee retainers (Audit: $25,000/$12,500; Comp & HCM: $20,000/$10,000; Finance: $15,000/$7,500; Nominating & Gov: $15,000/$7,500; Innovation & Tech: $15,000/$7,500) |
| Equity retainer (RSUs) | $153,409 grant-date fair value (7,825 RSUs granted 6/20/2024 at $19.61/share) | $160,000 grant-date fair value RSU retainer, granted at Annual Meeting and vesting on earliest of 1-year anniversary, death/disability, or removal upon change in control |
Notes:
- No separate meeting fees; cash retainers paid quarterly and pro-rated as needed .
- Director Deferred Compensation Plan available for cash/equity deferral elections .
Performance Compensation
- Non-employee director compensation is not performance-based; there are no PSU/option awards tied to financial metrics for directors. RSUs vest on tenure/time-based conditions as noted.
| Performance Metric | Weight | Definition/Trigger |
|---|---|---|
| None for directors | — | RSUs vest on time-based schedule; no TSR/financial targets for directors |
Other Directorships & Interlocks
| Company | Role | Tenure | Note |
|---|---|---|---|
| Beacon Roofing Supply Inc. | Director | 2015–2016; 2018–2023 | Prior public board service |
| Core & Main, Inc. | Director | 2021–2024 | Prior public board service |
| Atkore International Group Inc. | Director | 2016–2018 | Prior public board service |
| HD Supply Holdings, Inc. | Director | 2013–2014 | Prior public board service |
| Hertz Global Holdings, Inc. | Director | 2006–2011 | Prior public board service |
| Current public boards | — | — | None |
| CD&R-Resideo interlock | CD&R designated Sleeper and Stroup to REZI’s Board under Investment Agreement tied to Snap One acquisition and preferred equity; certain director cash fees paid to CD&R; Sleeper’s RSUs must be transferred to CD&R upon vesting |
Expertise & Qualifications
- Investment and financial expertise; deep industrials market insights; strategy experience relevant to Resideo’s end-markets.
- Brings business strategy perspectives from leading a large private equity firm and service on multiple industrial/distribution boards.
Equity Ownership
| Item | Amount |
|---|---|
| Common shares owned (direct/indirect) | — (none reported) |
| Rights to acquire within 60 days | — (none reported) |
| RSUs outstanding at 12/31/2024 | 7,825 RSUs (required to be transferred to CD&R upon vesting) |
| Ownership guideline | Directors must hold ≥5x annual cash retainer ($450,000) within 5 years; Sleeper deemed compliant based on CD&R’s REZI ownership per Investment Agreement |
| Hedging/pledging | Prohibited for directors (short sales, options, margin accounts, pledging) |
Governance Assessment
- Independence and attendance: Sleeper is classified as independent; Board met 8 times in 2024 and each director attended ≥75%—a baseline threshold often used by investors; no committee assignments to date. These support independence but limit committee-level oversight influence currently.
- CD&R-related party dynamics (Potential conflict/RED FLAG): CD&R holds Series A Preferred (498,500 shares) and convertible common (18,517,830 as-converted; 11.09% of common), with designation rights for two directors while ownership remains ≥10% (one director if ≥5%<10%); director cash fees paid to CD&R; Sleeper’s RSUs must be transferred to CD&R at vesting. This structure may raise investor scrutiny around board independence and alignment, though Resideo has standstill and transfer restrictions (e.g., 19.9% cap; transfer lock-up until June 14, 2026), preemptive rights, and customary registration rights.
- Board/committee independence safeguards: All committees comprised solely of independent directors; robust governance practices (majority voting; stock ownership guidelines; hedging/pledging prohibitions) mitigate some alignment risks.
- Compensation alignment (director): Standard mix of cash retainer and time-based RSUs; no performance-linked metrics for directors; 2024 pro-rated grants reflect mid-year appointment, with cash paid to CD&R under Investment Agreement—an unusual payment flow that investors should monitor.
Overall, Sleeper adds capital allocation and industrials expertise but carries CD&R-related party entanglements; investors should monitor committee assignments/engagement and any transactions involving CD&R or portfolio companies for potential conflicts and ensure continued adherence to standstill and independence policies.