Paul Deninger
RESIDEO TECHNOLOGIESAbout Paul Deninger
Independent director (age 66) at Resideo Technologies, Inc. since 2018; currently serves on the Audit and Nominating & Governance Committees and chairs the Finance Committee. Recognized as an “audit committee financial expert” and brings 36 years of technology-industry and capital-markets experience (150+ tech M&A/financing transactions), with deep focus on sustainable manufacturing and residential energy practices. Education: B.S., Boston College; M.B.A., Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Material Impact | Operating Partner | 2021–present | Deep-tech investments in material science; supports sustainable manufacturing |
| Davis Partners Group | Senior Managing Director | 2020–2022 | Strategic advisory |
| Evercore Inc. | Senior Advisor | 2015–2020 | Technology/capital markets advisory |
| Evercore Inc. | Senior Managing Director | 2011–2015 | Tech investment banking leadership |
| Jefferies Group LLC | Vice Chairman | 2003–2010 | Led cleantech banking; capital markets |
| Broadview International LLC | Chairman & CEO | 1998–2003 | Tech M&A advisory; sold to Jefferies (2003) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EverQuote, Inc. | Director (public) | Current | Listed in REZI proxy |
| Iron Mountain Inc. | Director (public) | 2010–2021 | Former directorship |
| Epiphany Technology Acquisition Corp. | Vice Chairman (SPAC) | 2020–2023 | Former role |
| Generation Phoenix, Ltd. | Chairman (private) | Since 2023 | Circular economy focus |
| EcoSmart Solutions; OxipitalAI; Omnizare Imaging; Fusion Coolant Systems | Director (private) | Current | Emerging tech/sustainability boards |
| Tomorrow.io; SoftServe | Board of Advisors (private) | Current | Advisory roles |
Board Governance
- Independence: Board determined Deninger is independent under NYSE and company standards .
- Committee assignments: Audit member; Finance Chair; Nominating & Governance member .
- Audit Committee designation: Deninger qualifies as an “audit committee financial expert” .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of meetings (committee meeting counts below indicate high engagement) .
- Governance safeguards: Prohibitions on hedging/pledging/margin accounts; robust stock ownership guidelines; clawback policy for executive incentives; majority voting; independent Chairman .
| Committee | 2024 Meetings | Deninger’s Role |
|---|---|---|
| Audit | 7 | Member |
| Finance | 13 | Chair |
| Nominating & Governance | 7 | Member |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 119,492 | 159,980 | 279,472 |
Director compensation program elements (current schedule):
- Board annual cash retainer: $90,000; Finance Committee Chair additional $15,000; Finance Committee member $7,500 (increase effective July 1, 2024) .
- Annual RSUs: $160,000 grant-date fair value; generally vest on first anniversary; accelerated vesting upon death/disability/change in control; no meeting fees .
Performance Compensation
Resideo does not use performance-conditioned equity (e.g., PSUs) for non-employee directors; awards are time-based RSUs.
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value per Share | Vesting |
|---|---|---|---|---|
| RSUs (annual) | June 5, 2024 | 7,600 | $21.05 | 100% vest on first anniversary, subject to service; accelerated on death/disability/change in control |
No director PSUs/options disclosed; director compensation is designed for alignment and retention via time-based RSUs .
Other Directorships & Interlocks
| Company | Industry Relationship to REZI | Interlock/Conflict Signal |
|---|---|---|
| EverQuote, Inc. | Online insurance marketplace; not a REZI customer/supplier | Low conflict with REZI’s HVAC/security distribution; no related-party ties disclosed |
| Iron Mountain Inc. (former) | Information storage | Former role; no current conflict |
| CD&R context (board designees Sleeper/Stroup) | Investor with preferred stock rights | CD&R-related arrangements disclosed; Deninger is independent and chairs Finance, which oversees capital structure; vigilance warranted for impartiality |
Expertise & Qualifications
- Capital markets/M&A: 150+ technology transactions; senior roles at Evercore, Jefferies, Broadview .
- Financial acumen: Audit committee financial expert designation .
- Sustainability/manufacturing: Cleantech banking leadership; board work in geothermal/zero-energy homes and sustainable manufacturing .
- Industry breadth: 36 years in technology; deep understanding of strategy and resource allocation .
Equity Ownership
| Item | Amount |
|---|---|
| Common shares beneficially owned | 59,339 |
| RSUs outstanding (12/31/2024) | 7,600 |
| Rights to acquire within 60 days | None (directors have no options) |
| Deferred Share Units (DSUs) | None shown |
| Ownership guideline (non-employee directors) | 5x annual cash retainer ($450,000) |
| Compliance with guideline (as of 12/31/2024) | All directors met minimum; Deninger included |
| Shares outstanding (reference) | 148,493,879 |
| Ownership as % of shares outstanding (approx.) | 0.04% (59,339 ÷ 148,493,879) |
Insider Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) timeliness | Company reports directors filed timely except Lazar (cash retainer shares) and Carlet; no mention of Deninger as delinquent |
| Hedging/Pledging | Prohibited for directors and employees |
| Disclosed pledges by Deninger | None disclosed in proxy |
Governance Assessment
- Strengths: Independent status; audit financial expert; chairs an active Finance Committee (13 meetings) indicating high engagement in capital allocation and investor-relations strategy; meaningful equity alignment via annual RSUs; compliance with stock ownership guidelines; robust governance policies (hedging/pledging prohibitions, majority voting, clawback) .
- Signals to monitor: CD&R investment rights and presence of two designees could pressure capital decisions; Finance Committee chair role places Deninger at the center of related oversight—continued transparency mitigates conflict risk .
- Attendance/engagement: Board-wide attendance ≥75% and high committee activity suggest functional oversight; no specific attendance issues disclosed for Deninger .
- Pay alignment: Director pay structure mixes cash retainers with time-based RSUs; no performance-conditioned pay for directors, consistent with market practice; 2024 total compensation for Deninger was $279,472 .
SAY-ON-PAY & SHAREHOLDER FEEDBACK (context for governance sentiment): 2024 say‑on‑pay approval ~80.5%; shareholder outreach led to adding ROIC to 2025 PSU metrics (executive program), indicating responsiveness; supports governance confidence though pertains to executives rather than directors .