Sharon Wienbar
RESIDEO TECHNOLOGIESAbout Sharon Wienbar
Sharon Wienbar, age 63, has served as an independent director of Resideo since 2018. She is Chair of the Compensation and Human Capital Management (CHCM) Committee and a member of the Innovation & Technology Committee; she previously held investing and operating roles in software and technology, and holds BS and MS degrees in engineering from Harvard and an MBA from Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scale Venture Partners (BA Venture Partners pre-2007) | Partner | 2001–2015 | Led investments in software, internet and mobile; technology investment leadership |
| Hackbright Academy | Chief Executive Officer | 2015–2016 | Operating leadership of a technology training firm |
| Capella Education Company | Strategic Advisor | 2016–2017 | Strategic advisory post-acquisition of Hackbright |
| Operator Collective | Limited Partner | 2019 | B2B technology LP role |
| Adobe Systems (early career) | Product Manager, later led marketing for applications | Not dated in proxy | Technology and marketing leadership |
| Bain & Company / other consumer/software companies | Consultant; led marketing teams | 1984–1991; 1991–2000 | Corporate strategy/marketing execution |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| Enovis Corporation (formerly Colfax Corporation) | Public company | Director | Current |
| Ingram Micro Holding Corp. | Public company | Director | Current |
| Covetrus, Inc. | Public company | Director | 2020–2022 (former) |
| Everyday Health | Public company | Director | 2007–2016 (former) |
| Glu Mobile, Inc. | Public company | Director | 2004–2008 (former) |
| Planned Parenthood Direct; TrueAnthem; USRowing; USRowing Foundation | Non-profit/private | Director | Current board service in non-profit/private entities |
Board Governance
- Independence: The Board affirmed all non-employee directors, including Wienbar, are independent under NYSE and SEC rules; all committees are comprised solely of independent directors .
- Committee leadership and engagement: CHCM Committee Chair; Innovation & Technology Committee member. In 2024, CHCM met 6 times and Innovation & Technology met 5 times .
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of meetings of the Board and committees on which they served .
- Years of service: Director since 2018 .
| Governance Item | Detail |
|---|---|
| Independence | Independent director |
| Committees | CHCM (Chair); Innovation & Technology (Member) |
| 2024 Committee Meetings | CHCM: 6; Innovation & Technology: 5 |
| Attendance | ≥75% of meetings in 2024 |
| Tenure | Director since 2018 |
Fixed Compensation
- Structure: Non-employee directors receive cash retainers (Board and committee roles) and annual RSUs; no meeting fees. RSUs generally vest on the first anniversary of grant; directors may elect to defer cash and equity under a Director Deferred Compensation Plan .
- Program levels (current, approved during 2024): Board member $90,000; Chairman additional $125,000; special incremental chair retainer $375,000 tied to M&A/management transition oversight; Committee chair/member retainers: Audit $25,000/$12,500; CHCM $20,000/$10,000; Finance $15,000/$7,500; Nominating & Governance $15,000/$7,500; Innovation & Technology $15,000/$7,500. Annual RSUs: $160,000 .
| Component | Amount |
|---|---|
| Board Member Annual Cash Retainer ($) | 90,000 |
| CHCM Committee Chair Retainer ($) | 20,000 |
| Innovation & Technology Member Retainer ($) | 7,500 |
| Annual RSU Retainer ($) | 160,000 |
| RSU Vesting | 100% at first anniversary (or death/disability or change-in-control removal) |
| Deferral Elections | Cash/RSUs may be deferred into DSUs or deferred cash; paid ~7 months post-service |
2024 actual compensation for Sharon Wienbar:
| Category | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 117,383 |
| Stock Awards (grant-date fair value) | 159,980 |
| Total | 277,363 |
| 2024 RSU Grant | 7,600 shares at $21.05 FV per share (June 5, 2024) |
Performance Compensation
- Directors do not receive performance-based equity (no PSUs or options) or annual performance cash awards; equity is time-based RSUs. No meeting fees are paid .
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| PSUs (rTSR, ROIC, etc.) | No | Director awards are RSUs only |
| Option awards | No | Not part of non-employee director comp |
| Meeting fees | No | Not separately compensated |
| Deferral plan | Yes | DSUs/deferred cash elections available |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Enovis Corporation; Ingram Micro Holding Corp. |
| Prior public boards | Covetrus; Everyday Health; Glu Mobile |
| Compensation committee interlocks | None; the proxy states no interlocks or insider participation involving CHCM members |
| Potential interlocks with REZI stakeholders | No related-party transactions disclosed involving Wienbar; CD&R designation pertains to other directors (Sleeper, Stroup) under an Investment Agreement |
Expertise & Qualifications
- Technology investment and operating leadership; led investments in software/internet/mobile; executive roles in software firms; product and marketing leadership from Adobe; public speaker and published author on venture capital and diversity initiatives .
- Human capital and compensation oversight expertise evidenced by CHCM chair role .
- Education: BS and MS in engineering (Harvard); MBA (Stanford) .
Equity Ownership
| Ownership Element | Amount | Date/Status |
|---|---|---|
| Common shares owned | 39,606 | As of April 8, 2025 |
| Deferred Share Units (DSUs) | 25,462 | As of April 8, 2025 |
| Outstanding equity awards | 33,062 | RSUs outstanding as of 12/31/2024 |
| Stock ownership guideline (directors) | 5x annual cash retainer ($450,000) | 5-year compliance window |
| Guideline compliance | All directors met minimum as of 12/31/2024 | Wienbar included |
| Hedging/pledging policy | Prohibited for directors, officers, employees | No margin accounts or pledges |
Governance Assessment
- Committee leadership: As CHCM Chair, Wienbar oversees CEO pay goals, executive compensation decisions, equity usage, stock ownership guidelines, human capital programs, and retention of an independent compensation consultant (FW Cook). Scope aligns with pay-for-performance and governance best practices .
- Independence and engagement: Independent director; serves on two committees; 2024 board/committee attendance at least 75% indicates engagement .
- Director compensation alignment: Mix of cash and time-based equity; RSUs vest annually, with optional deferral into DSUs—aligns with long-term shareholder interests; no meeting fees or options, supporting conservative director pay structures .
- Ownership alignment: Meets robust ownership guidelines; maintains material equity holdings and DSUs; company policy prohibits hedging/pledging to protect alignment .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Wienbar; CHCM interlocks absent; CD&R-related rights involve other directors under an investment agreement; overall low conflict risk .
- Say-on-pay oversight signal: 2024 say-on-pay approval of ~80.5% suggests investor acceptance of compensation practices under CHCM’s oversight, with continued shareholder outreach informing program adjustments (e.g., adding ROIC to PSU metrics for executives) .
RED FLAGS: None disclosed for Wienbar regarding related-party transactions, hedging/pledging, attendance shortfalls, or overboarding; compliance with stock ownership guidelines is confirmed .