Stephen Kelly
RESIDEO TECHNOLOGIESAbout Stephen Kelly
Stephen Kelly is Executive Vice President and Chief Human Resources Officer at Resideo Technologies (REZI), appointed as an executive officer in 2018; he is 57 years old, with a B.A. in personnel administration from the University of Kansas and a master’s in organizational development from Ottawa University . His background includes senior HR leadership roles at Honeywell Aerospace (2008–2018) and Danaher (2005–2008), spanning corporate HR, organizational development, and talent management across global operations . During his tenure, Resideo’s 2024 performance included net revenue of $6.8B (+8% YoY), gross margin of 28.1% (+90 bps), and record cash from operations of $444M, while a $100 fixed investment in Resideo since 2019 rose to $193 vs. $138 for the S&P 600, reflecting relative TSR outperformance in the 5-year pay-vs-performance view .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honeywell Aerospace | VP HR & Communications; VP Corporate HR/OD & Learning; VP HR for Commercial segment; VP HR Defense & Space; VP HR Engineering & Marketing | 2008–2018 | Led HR across major aerospace segments; strengthened organizational capability and succession depth globally . |
| Danaher (Industrial Technologies & Dental) | VP EMEA & Global Head of Staffing/Talent; VP HR Dental | 2005–2008 | Built global talent systems and regional HR leadership; supported operational excellence culture . |
| BHA Group, Inc. | Head of Human Resources | Pre-2005 | Led HR for global supplier to industrial air pollution control systems . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| (No public company boards disclosed) | — | — | Filings list executive roles only; no external directorships disclosed for Kelly . |
Fixed Compensation
| Metric | 2018 | 2019 | 2020 |
|---|---|---|---|
| Base Salary ($) | $65,346 | $430,000 | $442,900 |
| Target Bonus % of Salary | n/a disclosed | n/a disclosed | 80% |
| Target Bonus ($) | n/a disclosed | n/a disclosed | $354,320 |
| Actual Annual Incentive ($) | $178,415 | $279,328 | $345,816 |
Performance Compensation
| Plan Component | Metric | Weighting | Threshold | Target | Maximum | Actual / Outcome | Payout / Vesting |
|---|---|---|---|---|---|---|---|
| 2020 AIP – Total Company | Revenue ($M) | 35% | $3,912 | $5,101 | $5,356 | $5,047 (99%) | Contributes to 77.6% financial payout . |
| 2020 AIP – Total Company | Gross Margin (%) | 25% | 27.4% | 28.8% | 30.0% | 27.5% (95%) | Contributes to 77.6% financial payout . |
| 2020 AIP – Total Company | Adjusted EBITDA ($M) | 25% | $283 | $435 | $500 | $427 (98%) | Contributes to 77.6% financial payout . |
| 2020 AIP – Total Company | Operating Cash Flow ($M) | 15% | $209 | $321 | $369 | $404 (126%) | Contributes to 77.6% financial payout . |
| 2020 AIP – Individual | Personal Objectives (Kelly) | 20% | — | — | — | Met 100% of target objectives (ESPP launch; HR process simplification; succession depth) | 20% payout on personal component . |
| 2020 AIP – Result | Financial + Personal | — | — | — | — | 77.6% (financial) + 20% (personal) = 97.6% of target | Actual payout $345,816 . |
| 2020 PSUs (rTSR) | rTSR vs S&P 400 Industrials | 100% | 25th pct = 50% | 55th pct = 100% | 75th pct = 200% | Performance-period ended 12/31/2022; design unchanged | Earned shares depend on rank; payout range per table . |
| 2024 PSUs (rTSR) | rTSR vs S&P 600 | 100% | 25th pct = 50% | 55th pct = 100% | 75th pct = 200% | Company disclosed design and peer set update | Linear interpolation; cap added in 2025 if absolute TSR negative . |
| 2022 PSUs Outcome | rTSR vs S&P 400 Industrials | — | — | — | — | Rank 46/66 (30.77 percentile); payout 59.62% of target | Vested Feb 2025 at 59.62% . |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x salary; other executive officers 3x salary, with five years to meet; as of Dec 31, 2024, all executive officers met minimum ownership .
- Hedging/pledging: Company prohibits short sales, hedging, margin accounts, and pledging for directors/officers/employees .
Beneficial Ownership (as of April 14, 2021)
| Holder | Shares of Common Stock | Rights to Acquire (Options/RSUs within 60 days) | Total | % of Class |
|---|---|---|---|---|
| Stephen Kelly | 69,464 | 52,641 | 122,105 | * (less than 1%) |
Outstanding Equity Awards (Stephen Kelly, as of Dec 31, 2020)
| Award Type | Details | Count / Value |
|---|---|---|
| Stock Options – Exercisable | Various grants (primarily 2019 options @ $24.39) | 12,684 options |
| Stock Options – Unexercisable | 2019/2020 options (e.g., 81,818 options @ $10.27) | 107,187 options |
| RSUs – Unvested | Multiple grants (e.g., 15,326 RSUs (2020), Founder’s grant tranches) | 137,408 RSUs; $2,921,294 market value at $21.26 |
| PSUs – Target | 2019/2020 PSU targets outstanding (e.g., 38,316 PSUs (2020)) | Included in RSU/PSU counts above; see table . |
Recent Vesting Activity
| Year | Shares Vested (RSUs/PSUs) | Value Realized |
|---|---|---|
| 2020 | 41,720 shares | $418,140 |
Employment Terms
- Severance plan: Double-trigger required for CIC benefits; severance subject to non-compete and non-solicitation covenants and release of claims . Under CIC termination, executives receive 24 months of base salary plus 2x target annual incentive; under non-CIC involuntary termination, executives receive 18 months of base salary (24 months for CEO) .
- Equity treatment: Upon death/disability, RSUs/options accelerate; PSUs pro-rata based on actual results. Involuntary termination without cause: pro-rata vesting of RSUs/options; PSUs pro-rata at actual results. CIC termination: RSUs/options vest in full; PSUs vest pro-rata at target or substantially achieved level; if awards are not assumed in a CIC, immediate vesting applies .
Stephen Kelly – Illustrative Severance (as of Dec 31, 2020 proxy methodology)
| Scenario | Cash Severance (Base Salary) | Annual Incentive (Year of Termination) | Equity Acceleration (Intrinsic Value at $21.26) | Benefits (Continuation Costs) | Total |
|---|---|---|---|---|---|
| Termination without Cause | $664,350 | — | Included via pro-rata vesting mechanics | $16,904 | $681,254 (excl. equity intrinsic) |
| CIC – Termination (Double Trigger) | $885,800 | $708,640 | $3,820,474 | $22,538 | $5,437,452 |
- Clawback: Revised in 2023 to comply with NYSE—recovers excess incentive-based comp after accounting restatements within prior three years .
- Insider trading policy: Company policy governs transactions; filed as 10-K exhibit .
Investment Implications
- Pay-for-performance alignment is robust: Kelly’s 2020 bonus paid at 97.6% of target driven by company financials and 100% achievement of HR objectives; long-term incentives use rTSR against broad indices with capped upside when absolute TSR is negative starting with 2025 grants .
- Ownership and alignment are strong: Executives must hold 3x salary; company bans hedging/pledging; all executive officers met ownership guidelines by year-end 2024, reducing misalignment risks .
- Retention profile: Multi-year vesting of options/RSUs and PSU performance periods (3-year) create ongoing retention hooks; 2020 vesting of 41,720 shares indicates scheduled liquidity events that can create periodic selling pressure around anniversaries, warranting monitoring of Form 4 filings for timing and magnitude .
- Governance backdrop: Double-trigger CIC, no single-trigger vesting on assumed awards, and updated clawback mitigate windfall risk; say-on-pay received ~80.5% support in 2024, suggesting investor acceptance of program design .