Nina Richardson - Director | RESIDEO TECHNOLOGIES (REZI) Executive Profile & Compensation

About Nina Richardson

Independent director since 2018; age 66. Background includes 36 years in global electronics manufacturing, supply chain, engineering development, and new product introduction, with executive roles at GoPro (COO, 2013–2015) and Flex (formerly Flextronics). Education: B.S. Industrial Engineering (Purdue), Executive MBA (Pepperdine). Certifications noted: NACD Cybersecurity, UC Berkeley AI: Business Strategies and Applications, and Diligent Climate Leadership.

Past Roles

Organization	Role	Tenure	Committees/Impact
GoPro, Inc.	Chief Operating Officer	2013–2015	Scaled leadership/processes; responsible for engineering, operations, sales, customer support, quality, HR, IT; part of team that took company public
Flex Inc. (formerly Flextronics)	VP/GM; executive roles in global manufacturing	Various years	Led global electronics manufacturing operations (>1,000 employees, multiple geographies)
Three Rivers Energy, Inc.	Managing Director/co-founder	2004–2023 (sold to Pilot Power Group)	Energy company management experience
Various private tech/biotech firms	Independent consultant, board service	Ongoing	Governance, sustainability, mentoring/coaching women leaders and CEOs

External Roles

Organization	Role	Current/Former	Tenure
Cohu, Inc.	Director	Current	Not disclosed
Silicon Laboratories, Inc.	Director	Current	Not disclosed
Eargo, Inc.	Director	Former	2020–2022
Callidus Software, Inc.	Director	Former	2017–2018 (acquired by SAP)
Zayo Group Holdings, Inc.	Director	Former	2015–2018
Silicon Graphics International Corp.	Director	Former	2016 (acquired by HPE)

Board Governance

Independence: Non-employee director; Board annually affirms independence under NYSE/SEC standards; Richardson listed as “Independent: Yes.”
Committee assignments (evolution):
- 2024: Compensation and Human Capital Management (member); Nominating and Governance (Chair)
- 2025: Compensation and Human Capital Management (member); Nominating and Governance (member)
Board/committee activity levels:
- 2024 meetings: Board 8; Compensation 6; Nominating 7
Attendance: Each director attended at least 75% of meetings of the Board and committees in 2024 .
Outside board policy: Limits are four public company boards for non-executive directors; Richardson’s two outside public boards (plus REZI) are within policy .
Hedging/pledging: Prohibited for directors; margin accounts and derivative hedges banned .
Stock ownership guidelines: Non-employee directors must hold ≥5x annual cash retainer ($450,000) within five years; as of Dec 31, 2024 all directors met guidelines (Sleeper/Stroup deemed satisfied via CD&R ownership) .

Fixed Compensation

Component	2023 Program	2024 Program	Notes
Annual Board Cash Retainer	$90,000	$90,000	Paid quarterly, no meeting fees
Committee Chair Retainers	Audit $25,000; Comp $20,000; Nominating $15,000; Innovation $10,000; Finance $10,000	Audit $25,000; Comp $20,000; Nominating $15,000; Innovation $15,000; Finance $15,000	Finance & Innovation chair/member retainer increases effective July 1, 2024
Committee Member Retainers	Audit $12,500; Comp $10,000; Nominating $7,500; Innovation $5,000; Finance $5,000	Audit $12,500; Comp $10,000; Nominating $7,500; Innovation $7,500; Finance $7,500

Nina Richardson – Actual Director Compensation	2023	2024
Fees Earned or Paid in Cash ($)	$115,000	$112,775
Stock Awards ($)	$159,990	$159,980
Total ($)	$274,990	$272,755

Performance Compensation

Annual RSU Retainer – Grant Details	2023	2024
Shares granted (per director)	9,158 shares	7,600 shares
Grant date fair value per share	$17.47	$21.05
Vesting	100% on first anniversary; accelerated on death/disability or removal coincident with change in control	Same
Source

Directors may elect to defer annual equity awards and/or cash retainers into deferred stock units (DSUs) under the Director Deferred Compensation Plan; DSUs settle in common shares seven months post-board service end .

Other Directorships & Interlocks

Current public boards: Cohu, Inc.; Silicon Laboratories, Inc. .
Potential interlock context: REZI director Jack Lazar previously served on Silicon Laboratories’ board (2013–2022), but no current overlap; no disclosed commercial relationships creating independence concerns in Board’s annual review .
CD&R designation on REZI’s board (Sleeper, Stroup) arises from preferred investment; no link to Richardson disclosed .

Expertise & Qualifications

Deep global operations and supply chain expertise across OEM/EMS; executive oversight of engineering and NPI; governance leadership in sustainability (NCG chair experience). Certifications: NACD Cybersecurity; UC Berkeley AI; Diligent Climate Leadership. Degrees: Purdue (BS Industrial Engineering); Pepperdine (Executive MBA).

Equity Ownership

Beneficial Ownership Breakdown	2024 (as of 4/8/2024)	2025 (as of 4/8/2025)
Shares of Common Stock	25,209	28,789
Rights to acquire within 60 days (options/RSUs)	9,158	—
Total Beneficial Ownership	34,367	28,789
Deferred Share Units (DSUs) – excluded from beneficial ownership	22,522	22,522
Percent of Class	<1% in both years

Outstanding Equity Awards (Director RSUs)	12/31/2023	12/31/2024
Nina Richardson	31,680	30,122

Shareholder Voting Signals

2025 Annual Meeting Vote (June 4, 2025)	For	Against	Abstentions	Broker Non-Votes
Election of Nina Richardson	142,032,004	7,152,746	116,761	9,231,073
Advisory vote on executive compensation (Say-on-Pay)	122,904,568	26,240,554	156,389	9,231,073
Advisory vote on frequency of Say-on-Pay	One Year: 140,590,819; Two Years: 72,497; Three Years: 8,270,240; Abstentions: 367,955; Broker Non-Votes: 9,231,073

Compensation Committee Practices (context for Richardson’s CHCM role)

Independent consultant FW Cook engaged solely by committee; independence assessed; provides peer benchmarking, mix (short/long-term; cash/equity), trends.
2025 PSUs for executives split: 50% rTSR and 50% average ROIC with an rTSR payout cap if absolute TSR is negative; maintains ≥50% LTI in PSUs.
Executive stock ownership guidelines: CEO 6x salary; other executives 3x; clawback policy aligned to NYSE restatement rule.

Related Party Transactions & Conflicts

CD&R Investment Agreement includes director designation rights (Sleeper, Stroup), standstill, transfer restrictions, and registration rights; no transactions or relationships disclosed involving Richardson.
Strategic Advisor Agreement with former Chair Roger Fradin ($500,000 annually) approved under related-party policy; separate from Richardson.
Policies: formal review/approval of related-party transactions via Audit Committee; Code of Business Conduct governs conflicts.

Risk Indicators & RED FLAGS

Section 16 filing timeliness: 2023 annual RSU grants were reported late on July 5, 2023 for multiple directors including Richardson; company attributes delays to administrative factors.
Overboarding: Board disclosed Lazar’s exception and remediation; Richardson is within outside board limits.
Hedging/pledging prohibited for directors; reduces alignment risk.
No disclosed pledging by Richardson; no loans or related-party dealings involving Richardson.

Governance Assessment

Strengths: Long-tenured independent director with deep operations/supply chain expertise aligned to REZI’s businesses; active participation on Compensation and HCM and Nominating & Governance committees; meets director ownership guidelines; hedging/pledging prohibitions enhance alignment.
Board effectiveness: Transition from Nominating Chair (2024) to member (2025) coincides with broader board refresh and CD&R-designated directors; committee charters emphasize risk, human capital, and governance oversight; 2025 say-on-pay support indicates investor alignment with compensation governance.
Watch items: Administrative late Form 4 in 2023; continued monitoring of outside board commitments and potential interlocks (e.g., Silicon Labs history among REZI directors) advisable, though no current conflicts disclosed.